Tribunal restores petitioner as director and shareholder, declares share transfer null.

The Tribunal found in favor of the petitioner, concluding that the respondents engaged in oppression and mismanagement by manipulating the petitioner's resignation and the transfer of her shares. The petition was allowed, restoring the petitioner as the executive director and shareholder of respondent No. 1-company with 39,500 shares. The transfer of shares to respondent No. 5 was declared null and void, and an inquiry into the Registrar of Companies' conduct regarding the extension of the share transfer form's validity was directed.

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Issues Involved:
1. Whether the alleged act of respondents Nos. 2 to 4 comes under the purview of oppression and mismanagement under sections 397 and 398 of the Companies Act, 1956Rs.
2. Whether the petitioner is eligible to present this petition under sections 397 and 398 of the Act in view of the bar provided under section 399 of the Companies Act, 1956Rs.
3. Whether the alleged transfer of 39,500 equity shares dated December 17, 2010, by way of gift deed by the petitioner to her mother-in-law, is validRs.
4. Whether the alleged resignation letter dated December 17, 2010, of the petitioner from the post of executive director of respondent No. 1-company is validRs.
5. Whether the alleged board resolution dated December 17, 2010, regarding acceptance of the alleged resignation of the petitioner from the post of executive director of the company is validRs.

Issue-wise Detailed Analysis:

Issue No. 3: Validity of the Alleged Transfer of 39,500 Equity Shares
The petitioner alleged that she never signed the transfer form and that the form was invalid on the alleged date of signing (December 17, 2010). The transfer form was revalidated by the Registrar of Companies on November 12, 2011, and the transfer was given effect on November 10, 2011. The petitioner argued that the transfer was not in compliance with the Companies Act and that the gift deed was not signed by her, as she was not present in Faizabad on December 17, 2010. The respondents contended that the petitioner signed the gift deed and transfer forms without coercion or fraud. The Tribunal found that the transfer was not valid as it contradicted clause 16 of the articles of association, which did not permit transfer to a mother-in-law. The Tribunal also noted manipulation in the share transfer form and found the extension of its validity by the Registrar of Companies to be improper.

Issue No. 2: Eligibility of the Petitioner to Present the Petition
The respondents argued that the petitioner did not meet the criteria under section 399 of the Companies Act, 1956, as she held only 4.20% of the issued capital. The Tribunal noted that the petitioner held 39,500 shares out of the total 40,000 valid shares, amounting to 98% of the paid-up capital. The Tribunal held that the petitioner was qualified to present the petition under sections 397 and 398 of the Companies Act, 1956, as the forfeited shares could not be counted to examine eligibility.

Issue Nos. 4 and 5: Validity of the Alleged Resignation and Board Resolution
The petitioner contended that she never tendered her resignation and that no board meeting was held on December 17, 2010. The respondents failed to produce any notice or minutes of the alleged board meeting. The Tribunal found that the resignation was manipulated and that no valid board meeting took place on December 17, 2010. The Tribunal held that the resignation and its acceptance were invalid.

Conclusion:
The Tribunal concluded that the respondents engaged in oppression and mismanagement by manipulating the petitioner's resignation and the transfer of her shares. The petition was allowed, and the petitioner was restored as the executive director and shareholder of respondent No. 1-company with 39,500 shares. The transfer of shares to respondent No. 5 was declared null and void. The Tribunal also directed an inquiry into the conduct of the Registrar of Companies regarding the extension of the share transfer form's validity.

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