TaxTMI 
TaxTMI 
TaxTMI 
2013 (10) TMI 32
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....56 ("the Act") alleging oppression and mismanagement against C.S. Agarwal and his associates. The petition was admitted and some interim orders were passed. RPL objected to the maintainability of the petition on the ground that D.K. Jain did not hold the requisite number of shares for filing the petition. It was the case of RPL that D.K. Jain had transferred 23800 shares out of 23900 shares which he held in RPL in favour of C.S. Agarwal on 28-3-2008 and had signed the transfer deed. This was of course denied by D.K. Jain who alleged that his signature in the transfer deed was forged and that he in fact did not execute it and did not transfer the shares. In fact, he stated in his petition that the shares were never physically delivered to him since RPL was a closely-held company. 3. The CLB appointed its Bench Officer to examine the records of RPL. It was stated by RPL in defence that the Bench Officer was shown the transfer deed in original and he had also affixed his signature on the reverse of the transfer deed in proof of its authenticity. The CLB was asked to look into the report given by the Bench Officer. The CLB could not find any report, or any record of such authenticatio....
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....e amendment sought to be incorporated already finds place in reply para 1.4 of the response and therefore elaboration thereof is wholly unnecessary. (g) The amendment is solely introduced as a time gaining device on the date of final hearing and therefore ought not to be permitted. (h) The facts sought to be amended by CA 89/2013 are completely beyond the scope of a Company Petition u/s. 397 & 398 of the Companies Act. (i) The conduct of P-1 as an individual and representative of the land owning companies is completely irrelevant and wholly unnecessary for deciding the core controversy arising in the petition. (j) No affidavit in support of the Application CA 89/2013 has been filed by R-2 to R-6, and lastly. (k) The Application is nothing but another attempt to delay the final hearing." It is against this order that RPL is in appeal before this court. 6. The contention put forward on behalf of the appellant is that since RPL is to discharge the burden of proving the transfer of shares in favour of C.S. Agarwal, and given the fact that RPL could not pro....
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....raised in the objection, but RPL could not substantiate it. It was merely its claim that the Bench Officer appointed by the CLB had been shown the original share transfer form and that the said officer had also subscribed his signature on the reverse of the transfer deed form to authenticate it. There was no report submitted by the said officer to the CLB which noted this fact in its order dated 09-01-2013 and also noted that he had retired on 31-12-2010. Faced with this situation, it was for RPL to have produced the original transfer deed form before the CLB; that should not have been difficult at all, if it really had it in its possession. But when called upon to do so, it failed to produce it on the ground that it was lost or misplaced. The CLB had directed the production of the original transfer deed form on 22.11.2011, but an affidavit was filed by Mrs. Anjali Bharadwaj, one of the respondents before the CLB, only on 21.11.2012, i.e., one year later, that the original transfer form was lost/ misplaced. I should have thought that some more care would have been taken to keep the original transfer form safe, considering the fact that the transfer of the shares by D.K. Jain to C.S....
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....respondents much prior to the filing of the petition and therefore cannot be allowed to be incorporated at such a late stage in the counter filed by them to the main petition. The CLB has also characterised the move as a time-gaining device. I am inclined to agree. 10. Regulation 46 of the CLB Regulations, 1991 refers to the general power of the CLB to "amend any defect or error" in any proceeding before it and all necessary amendments shall be made only for the purpose of determining the real question or issue raised by or depending on such proceeding. The amendments sought to be made by RPL to its written statement do not fall in the category of any defect or error. It needs repetition that it was RPL, the appellant herein, which raised a preliminary objection to the maintainability of the petition filed by D.K. Jain before the CLB under Section 397 and 398 of the Act, on the ground that D.K. Jain did not have the requisite percentage of shareholding to file the petition. RPL could not substantiate the ground on which it objected to the maintainability of the petition i.e. D.K. Jain had transferred 23800 shares to C.S. Aggarwal, thus bringing his shareholding to less than the pr....