TaxTMI 
TaxTMI 
2019 (4) TMI 486
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....pondents Nos. 2 to 11. The petitioner holds 800 equity shares of Rs. 100 each, out of the total equity shares issued by the company and his shareholding constitutes 7.27 per cent. of the total paidup share capital. 2. The version of the petitioner is that the company was incorporated on May 1, 1985 with 5,000 equity shares of Rs. 100 each and at that time 20 shares of Rs. 100 each was the issued and subscribed share capital. These shares were subscribed by the first directors of the company, namely, late Hardev Singh and the petitioner and both of them were the shareholders to the extent of 50 per cent. in the total paid-up share capital. 3. The challenge by the petitioner is two folds. First that on April 3, 2002 Hardev Singh, the then director of the company in connivance with his son, respondent No. 3, filed Form 32 with the Registrar of Companies, showing that the petitioner resigned as director on March 18, 2002. It is denied that the petitioner ever tendered his resignation as director on March 18, 2002. When the petitioner came to know about the same, he filed a complaint dated February 18, 2010 with the Registrar of Companies, copy of which is at annexure P4. The Registra....
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....date, have been annexed as annexure P7, annexure P8 and annexure P9 (Colly). 8. The aforesaid allotment is said to have been made fraudulently by the then directors of the company, whose appointment is also under challenge. The shareholding of the petitioner has been reduced below 10 per cent. to gain control over the affairs of the company. While making allotment of the additional shares, no offer was made to the petitioner, which is against the settled principles of law that the offer should be made proportionately to the existing shareholders. Further that the directors owe a fiduciary relationship to the shareholders and they have to make full and honest disclosure to the shareholders regarding all the important matters. 9. It was further stated that in connivance with each other and to play fraud on the members of the company, the respondents altered the articles of association of the company in the extraordinary general meeting held on March 31, 2009. Copy of the minutes of the extraordinary general meeting, copy of resolutions passed in the extraordinary general meeting and copy of amended articles of association are at annexure P10, annexure P11 and annexure P12, respecti....
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....itioner has filed the copies of annual returns from the year 2002 till date as at annexure P9 (Colly). It would be appropriate to refer to the copy of the annual return for the year 2008-09 because the challenge is only confined to the allotment of shares during the said years. Form 20B filed with the Registrar of Companies in respect of the annual statement for the year 2008-09 is at page 145 of the paper book. The return for the year 2008-09 in which the date of annual general meeting is September 30, 2009 was digitally signed on September 30, 2009. It is not the version of the petitioner that this return was filed by any amount of delay in order to contend that the petitioner acquired knowledge of the additional allotment subsequently on the basis of the returns filed later on. The annual returns for the next year, i. e., 2009-10 starts from page 158 of the paper book and for which the annual general meeting was held on September 30, 2010. 16. It would be thus, quite strange for the petitioner to allege that he has not been receiving any notice of the meeting of the annual general meeting and in case he challenges his removal as a director and remained silent for a period of 9 ....
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....000, which was challenged after the lapse of 8 years and allotment of 85,00,000 shares was challenged after a lapse of 4 years. It was held as a settled law that illegal allotment of shares amounts to continuous act of oppression causing prejudice to the interest of members. The act of oppression being continuous till it is remedied or brought to an end, the petition cannot be dismissed at the threshold on ground of delay or laches. 19. We have given our thoughtful consideration to the above contention of learned counsel and are of the firm view that these judgments of Company Law Board passed under the provisions of the Companies Act, 1956, are of no help to the petitioner. 20. Section 433 of the Act says that provisions of the Limitation Act, 1963, shall as far as may be, apply to the proceedings or appeals, before the Tribunal or the Appellate Tribunal, as the case may be. 21. The hon'ble Principal Bench of the National Company Law Tribunal, New Delhi, in the case of C. P. No. 108/ND/2016 Esquire Electronics v. Netherlands India Communications Enterprises Ltd. decided on October 6, 2016 held that for the petitions based on such allegations, article 113 of the Schedule to ....