Tribunal Allows Petition Against SBI Under Companies Act

The Tribunal found the petition maintainable against State Bank of India (SBI) under the Companies Act, 2013, rejecting the argument that SBI is governed solely by its own Act. The petition was not time-barred, considering the petitioner's pursuit of other legal remedies. Regarding the transfer of shares, the Tribunal approved the transfer of 100 shares, noting discrepancies in signature verification for the remaining 100 shares. SBI was directed to transfer the approved shares to the petitioner, along with associated corporate benefits. The petition was partially allowed and disposed of accordingly.

---

---

Issues Involved:
1. Maintainability of the petition against State Bank of India (SBI) under the Companies Act, 2013.
2. Barred by limitation.
3. Merits and facts regarding the transfer of shares.

Issue-wise Detailed Analysis:

1. Maintainability of the Petition Against SBI:
The primary issue was whether the petition filed under Section 58(4) of the Companies Act, 2013, for the transfer of shares was maintainable against SBI, which is constituted under the State Bank of India Act, 1955, and not the Companies Act, 2013. The respondent argued that the provisions of the Companies Act do not apply to SBI, as it is governed by its own Act, which is a complete code in itself. The respondent cited a previous order by the Company Law Board (CLB) which held that SBI is not a company under the Companies Act, thus the petition was not maintainable.

The petitioner countered by arguing that Section 1(4)(c) of the Companies Act, 2013, applies to banking companies, including SBI, and there is no inconsistency between the SBI Act and the Companies Act regarding the transfer of shares. The petitioner also cited a divergent view from another CLB order which directed SBI to issue duplicate shares to the petitioner.

The Tribunal concluded that the provisions of the Companies Act, 2013, apply to banking companies, including SBI, as there is no inconsistency between the two Acts. The Tribunal noted that the SBI Act does not provide an overriding provision that excludes the application of the Companies Act. Therefore, the petition was maintainable under the Companies Act, 2013.

2. Barred by Limitation:
The respondent argued that the petition was barred by limitation as it was filed 18 years after the refusal of the share transfer by SBI. The petitioner explained that the delay was due to ongoing civil and criminal proceedings, and Section 14 of the Limitation Act, 1963, allows the exclusion of the time during which the petitioner was pursuing other legal remedies. The Tribunal agreed with the petitioner, noting that under the old Companies Act, 1956, there was no specific time limit for filing an appeal regarding the rectification of the register of shares. The Tribunal held that it would be unfair and unjust to dismiss the petition on the grounds of limitation, especially when the petitioner was actively pursuing other legal remedies.

3. Merits and Facts Regarding the Transfer of Shares:
The petitioner sought the transfer of 200 shares of SBI, but the Tribunal found that only 100 shares were lodged for transfer with SBI. The petitioner had submitted claims for 50 shares purchased from Mr. Jolly Champaklal Shah and another 50 shares purchased from Rukmaniben Babulal. The Tribunal noted that the mismatch of signatures was the reason for the refusal of the transfer by SBI. The Tribunal also considered the ongoing civil and criminal cases related to these shares.

The Tribunal concluded that the petition was maintainable for the 100 shares that were lodged for transfer, and not for the entire 200 shares claimed by the petitioner. The Tribunal directed SBI to transfer the 100 shares to the petitioner and to provide any corporate benefits associated with these shares.

Conclusion:
The Tribunal held that the petition was maintainable under the Companies Act, 2013, and the issue of limitation did not apply due to the ongoing legal proceedings and the provisions of the old Companies Act, 1956. The Tribunal allowed the petition for the transfer of 100 shares and directed SBI to take necessary actions accordingly. The petition was partly allowed and disposed of.

---