Tribunal recognizes shareholders without register listing. Interim relief granted in shareholding dispute case.

The Tribunal ruled in favor of the Petitioners in a shareholding dispute case. Despite not being listed in the Register of Members, the Petitioners, holding valid Share Certificates, were recognized as shareholders. The law of limitation did not apply due to continuous cause of action, and irregularities were reported within a reasonable timeframe. The Tribunal granted interim relief to the Petitioners, prohibiting the alienation of company assets by the Respondents and ordering the production of statutory records for inspection.

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Issues:
Shareholding dispute, removal as directors, law of limitation, possession of share certificates, updating records, law of limitation, balance of convenience, production of statutory records, interim relief, alienation of company assets.

Shareholding Dispute:
The Petitioner claimed to be 100% shareholders of the company but were removed as directors in 2012. The Respondents denied this claim, stating that the Petitioners resigned as directors in 2012 and the law of limitation applies as the cause of action to claim shares had lapsed. The Share Certificates produced by the Petitioner showed valid transfer of shares with the Respondents' signatures. The Tribunal found that the Petitioners, possessing the original Share Certificates, had not acquiesced their rights as shareholders, regardless of their names not being in the Register of Members.

Updating Records and Law of Limitation:
The Tribunal noted a lapse on both sides in agitating grievances but emphasized that physical tendering of share certificates completes the transfer, preserving shareholder rights. The law of limitation does not apply where there is a continuous cause of action, and the cause of action accrues from the date of knowledge of irregularities. The Registrar of Companies was informed of irregularities committed by the Respondents only after 2016, within an acceptable timeframe under the law.

Balance of Convenience and Interim Relief:
A prima facie case was established in favor of the Petitioners, with the balance of convenience favoring them. Concerns were raised about potential irreparable loss to the Petitioners if the Respondents were allowed to alienate company assets. The Tribunal directed the Respondents not to alienate any assets until further orders and scheduled a date for inspection of records in court.

Production of Statutory Records:
The Respondent's counsel refused to provide statutory records to the Petitioners but agreed to produce them in open court for Tribunal inspection only. The Tribunal deemed this submission untenable, stating that the Petitioners were entitled to inspect the records as they had prima facie established their shareholding. Consequently, the Respondents were directed to produce the entire statutory records for inspection by the court and the Petitioners.

In conclusion, the Tribunal found in favor of the Petitioners, emphasizing their rights as shareholders and directing the Respondents to produce statutory records for inspection. The interim relief included a prohibition on alienating company assets, with a scheduled court date for further consideration.

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