TaxTMI 
TaxTMI 
2018 (3) TMI 200
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....Kalvettupalayam, Vengambur P.O. Erode Taluk and district, Tamilnadu. 3. The petitioner claims that she had purchased 500 shares each Rs. 100/- in the 1st Respondent Company viz. M/s. Texline Fabrics India Private Ltd., that was incorporated with the name of Sundaram Fabrics Private Ltd, through an allotment by the Board of Directors of the 1st Respondent company during the year 2005 by making payment of the sum of Rs. 35,000/- during the month of January, 2005 and thereafter balance of Rs. 15,000/- was paid along with an additional sum of Rs. 1,000/- towards postal charges for sending the certificates, other documents and notices, only through Registered Post with Acknowledgement Due. The petitioner continues to hold such shares in the 1st Respondent company and never sold or transferred such shares to anyone at any point of time till date. The 1st Respondent and its Directors viz. 2nd and 3rd Respondents had deliberately failed and willingly neglected to send the share certificates pertaining to the said shares allotted to the petitioner inspite of a number of requests made to them for years. 4. The 1st Respondent and its Directors have deliberately failed and willingly neglecte....
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....e alleged transfer of shares (3) original register of members (4) original register of transfer and transmission of shares. (b) Direct the 4th respondent to produce before this Hon'ble Tribunal, the original share certificates comprising 500 shares owned by the petitioner and allegedly transferred to him. (c) To award to the petitioner a sum of Rs. 1,35,000/- towards financial loss and damaged and a sum of Rs. 50,000/- towards damages for mental agony and inconvenience and hardship caused and for the cost, and (d) To award Rs. 50,000/- towards damages for improper conduct of Respondents No. 1, 2 and 3 under section 111(4) of the Companies Act, 1956. (e) To impose a fine as provided under section 629A of the Companies Act, 1956 against Respondents No. 1, 2 and 3 for the offences committed by them under Section 108 of the Companies Act, 1956. 5. The counter has been filed on behalf of the Respondents No. 1 and 2. Respondent No. 3 has adopted the reply filed by them by filing a Memo on 11.3.2016 and R4 has filed counter on 9.5.2016 which contains the same defence as has been put forth by Respondents No. 1 and 2. In the counter of Respondents No. 1 and 2, it has been stated th....
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.... held on 23.9.2009 to 4th respondent, due to which the petitioner ceased to be a shareholder of the 1st respondent company. Therefore, the Board of Directors of the 1st Respondent Company were not required to send notices of the meeting and minutes of the same and annual returns of the 1st respondent company to the petitioner. 8. Further, it has also been stated in the reply that the 1st Respondent Company had immediately, after allotment of the shares to the petitioner has sent the certificates for 500 shares. But the petitioner has waited for all these years and raised the issue after ten years when the petitioner had the access of the documents that were kept in the registered office of the company and such allegations were made belatedly by the petitioner which is otherwise evidenced from the legal notice dated 20.6.2014, sent by the petitioner after nine years of the allotment of shares to the 1st Respondent Company calling upon its Board of Directors to send the share certificates to the petitioner. 9. Based on this, it has been prayed by the answering Respondents that the Company Petition is barred by limitation and is not maintainable as the same has been filed for collat....
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...., when her counsel has received the reply of her legal notice that was sent to the Respondents on 2.6.2014. Therefore, the objection of the Respondent pertaining to the issue that the Company Petition is time barred stands rejected, the petition has been filed on 26.8.2015, which is within the period of limitation. Issue No. ii 12. In relation to the issue pertaining to issuance of Share Certificate for 500 shares to the Petitioner, it has been stated in para 10 of the reply filed by the 1st and 2nd Respondents that the 1st Respondent Company had, immediately on allot of shares to the Petitioner, sent the Share Certificates of 500 shares to the Petitioner. But, no proof of dispatch has been placed on record in support of the said assertion. Therefore, the Respondents did not discharge the burden of proof pertaining to their assertion of the fact that on allotment of shares, the Share Certificates were sent to the Petitioner. It is on record that the name of the 1st Respondent Company was changed, and as a matter of procedure, the old Share Certificates were to be called back and fresh Share Certificates had to be issued; but nothing has been placed on record that at any point of ....
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....s has been made to the 1st Respondent Company or its Director by the Petitioner. In the absence of the Transfer Deed, the 1st Respondent Company did not even verify from the Petitioner, about the fact of execution of the purported Share Transfer Deed, which is stated to have been lost by Respondent No. 4 during travel, for which no F.I.R has been lodged to the effect as to when and where the said document was got lost, which is expected of a person, who loses his/her property. The Respondent No. 4 did not even approach to the Petitioner for seeking fresh Transfer Deed. Therefore, there is even no shred of evidence to show that at any point of time the Petitioner has transferred her 500 shares to Respondent No. 4. Thus, the resolution dated 23.9.2009 passed by the Board of Directors of 1st respondent company to transfer 500 shares held by the petitioner in 1st Respondent Company is not based on any valid document, which is in violation of the provisions of Section 108 of the companies Act 1956. Therefore, the issue stands decided in favour of the Petitioner and against the Respondents. Conclusion: 15. The 1st Respondent Company and its Board of Director seem to have transferred 50....