2014 (7) TMI 182 - Board - Companies Law

Company Law Board Orders Share Transfer and Register Rectification, Rejects Objections

The Company Law Board directed the Respondent to transfer shares to the Petitioner and rectify the Register of Members within 30 days under Section 111 of ... Rejection of registration of transfer - loss of original transfer deeds - Non compliance of relevant documents - Held that:- only ground for refusal of transfer of shares in question in favour of the Petitioner that the signatures of the Respondent Nos. 3 and 4 do not match with the signatures available on the record of the Company. - It is to be noted that their Identity is not disputed, Furthermore, the Petitioner has filed sufficient documentary evidence to prove the title of the shares-in-questions which has not been controverted by the Respondent Company - respondent company to transfer the shares. Period of limitation in filing the petition - Held thata:- The Petitioner has stated that the Respondent No. 2 despite its letter dated 23/08/2011 did not act Upon the documents submitted to the Company by the Respondent Nos. 3 and 4 expressing their no objection for transfer of the shares-in-question in favour of the Petitioner, and therefore he was constrained to file the petition. In view of the above, in my opinion, the petition cannot be said as time barred. The said objection is therefore found untenable and is hereby rejected- Decided in favour of Petitioner. Issues Involved:1. Transfer of shares in a company under Section 111 of the Companies Act, 1956.2. Rectification of the Register of Members by inserting the name of the Petitioner.3. Objection raised by the Respondent regarding mismatch of signatures for the transfer of shares.4. Jurisdiction of the Company Law Board in the matter.Transfer of Shares and Rectification of Register of Members:The Company Petition was filed invoking Section 111 of the Companies Act, 1956, seeking the transfer of shares in question and rectification of the Register of Members. The Petitioner had purchased 100 shares of a company but faced challenges due to a lost transfer deed. Despite multiple attempts to rectify the issue, the registrar rejected the transfer citing signature mismatches. The Petitioner provided ample evidence to establish ownership, which was not disputed by the Respondent. The Board found the reason for refusal insufficient and directed the Respondent to transfer the shares to the Petitioner and rectify the Register of Members accordingly within 30 days.Objection Regarding Signature Mismatch:The Respondent raised an objection based on the mismatch of signatures of the registered holders for the transfer of shares. However, the registered holders supported the Petitioner's claim through affidavits. The Petitioner presented substantial documentary evidence to prove ownership, unchallenged by the Respondent. The Board deemed the objection invalid, stating that the reason provided by the Respondent was inadequate for refusing the transfer of shares. Consequently, the Board allowed the Petition, directing the transfer and transmission of shares to the Petitioner.Jurisdiction of the Company Law Board:The Respondents contended that the Company Law Board lacked jurisdiction in the matter. However, the Board dismissed this objection, emphasizing its authority in matters concerning the transfer of shares and rectification of the Register of Members. The Respondents failed to establish any valid grounds for challenging the Board's jurisdiction, leading to the rejection of this objection. The Board asserted its jurisdiction and proceeded to grant the relief sought by the Petitioner.This comprehensive analysis of the judgment highlights the key issues addressed, including the transfer of shares, rectification of the Register of Members, objections raised by the Respondent, and the jurisdiction of the Company Law Board. The Board's decision favored the Petitioner, emphasizing the insufficiency of the reasons provided by the Respondent for refusing the transfer of shares and asserting its jurisdiction in the matter.