2017 (7) TMI 1019

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....nd delivered the share certificates to him twice in the years 2004 and 2006. It has been submitted that Section 111A(3) bars filing of petition after two months, if the transfer process has already taken place. It has further been submitted that the Respondents/Petitioners are fully aware of the share transfer, after having obtained certified copies of the Annual returns for the year 2007 and other documents from ROC, but they filed the petition belatedly in 2011. It has been alleged that transferor and transferee(s) who are necessary parties have not been impleaded. Therefore, the applicant/respondent prayed to strike off or alternatively dismiss the petition as "not maintainable". 3. Respondents/Petitioners have filed their counter in CA 69 of 2011 stating therein that an AGM was conducted on 9.3.2007 during which the accounts were finalised for the year 1997. In the list of shareholders annexed with Form 20B, their shareholding is shown as "zero". Respondents/Petitioners raised an objection that if their shares were transferred in the year 2004 and 2006, the shareholder list for the year 1997 should have shown the actual number of shares held by them and not as "zero". It is co....

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....d channel the funds to Respondent company to pay off the outstanding loans to SBI, TIIC and tax dues to IT Department and revive the company. The 1st petitioner in the month of January 2002 arranged for a meeting and introduced Mr. George Varghese and Sam Kuzhikala to the auditors, bankers and the manager of operations of the Respondent Company in Coimbatore, so that the reasonable due diligence of the books of account and records of Respondent Company can be conducted. Mr. George Varghese and Mr. Sam Kuzhikala requested the petitioner to authorise them for dealing with the creditors and to sign the share transfer Forms stating that it would stand as conclusive proof of authorisation. The petitioners submitted that accordingly in 2004 blank transfer Forms were signed along with power of attorney in favour of Mr. Varghese George, President, INAMCO. The petitioner submitted that from December 2001 to March 2006, he subscribed the debentures of INAMCO to the tune of Rs. 4 crores. In the year 2004-05 there arose enmity between George Varghese and Sam Kuzhikala and the former wanted to evict the latter from Rl company alleging mismanagement. But Sam Kuzhikala refuted the allegation and ....

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....ith them and from the records available in public domain and they have approached the CLB immediately to file the company petition. In the light of the details stated above, the reliefs sought for by the petitioners are as follows : (a) To order that the transfers were registered without duly complying with the FEMA Regulations with respect to valuation of shares and prior approval of RBI; (b) Direct an investigation by duly appointing competent persons as Inspectors to investigate the affairs of the company ; (c) Direct the respondent to register the shares in the name of the petitioners and return the share certificates with due endorsement of Transfer; and (d) Direct the respondent to rectify the register of the company 7. We have heard both of the counsels and perused the pleadings along with records placed on file. The main issued raised by the Respondents pertains to the period of limitation. It has been contended that under Section 111A(3), the application can be made by a depository company, participant or investor or the Security Exchange Board of India, if the transfer of shares or debentures is in contravention of any of the provisions of the Securities and Exch....

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....ion showing 'sufficient cause' for the condonation of delay or even during the course of arguments no such explanation has been made. Thus, the counsel for Respondents/petitioners have neither shown "sufficient cause" for the prolonged delay, nor payed for condonation of delay in the matter in hand. However, he made a reference to the ruling of the CLB given in S. Kanthimathy v. Woodlands Estates Ltd. [2008] 83 SCL 491. In the said case, under para 22, it has been observed that it is a settled law that delays in bringing the appeals are required to be condoned in the interest of justice, where no gross negligence or deliberate inaction or lack of bona fide is imputable to the party seeking condonation of delay and in the said matter the legal heirs were engaged in resolving the dispute before approaching the CLB and the CLB had taken the ground of their being engaged in resolving the disputes as "sufficient cause" for condonation of ten months' delay. But in this case, Respondents/petitioners have never given any explanation with regard to the delay caused in filing the company petition. Therefore, this ruling is not applicable to the facts and circumstances of the pres....