TaxTMI 
TaxTMI 
2020 (10) TMI 19
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....er or other orders as this Hon'ble Tribunal would deem fit in the facts and circumstances of the case and thus render justice. 2. The facts of the case are briefly set out herein below: a) The Petitioner, in response to an offer for sale of shares made by ICICI Bank Limited, acquired 1,20,000 shares of the 1st Respondent Company and forwarded the original certificates for 1,20,000 shares along with the duly executed share transfer deed and necessary enclosures to the 1st Respondent Company on 29.01.2010. b) The 1st Respondent Company, by their letter dated 24.04.2010 had refused to register the shares and denied transfer on the ground that the company is a private limited company and that the shares were to be offered first to the ....
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....nt for offering right of first refusal to the existing shareholder by publication of notice in the journal. f) It is also averred that upon perusal of the financial statements of the 1st Respondent Company, it reveals the fact that they have given interest free unsecured loan to its director for an amount of Rs. 1,20,25,337/-which is outstanding even as on the Financial Year ending 31.03.2016, despite the fact that the 1st Respondent Company had claimed that the operations of the Company have been wound up on account of accumulation of losses. g) The Petitioner has sent numerous letter dated 12.12.2012, 05.02.2013, 01.04.2013, 20.05.2013, 04.09.2013, 11.01.2014, 11.08.2014, 26.11.2014, 30.05.2016, 18.07.2016, 24.08.2016 and 08.01.2017 r....
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....sel for the Petitioner contended that Section 59(1) of the Companies Act, 2013 provides no period of Limitation in case of dispute in Registration of Share Transfer vis-a-vis to Section 58 wherein, the period of limitation is being prescribed for Refusal of Registration as to Public Limited Company and Private Limited Company. The Learned Counsel for the Petitioner also relied upon the Judgment of the Hon'ble Supreme Court in the matter of Improvement Trust, Ludhiana -Vs- Ujagar Singh and others (2010) 5TPL (Web) 424 SC, wherein it has been categorically held by the Apex Court as follows: While considering the application for condonation of delay no straight jacket formula is prescribed to come to the conclusion if sufficient and good ....
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....equired to consider whether the 'Plea of Sufficiency of Cause' is a reasonable one or otherwise, of course after taking into consideration of the facts and circumstances of a given case. Undoubtedly, consideration of an existence of a 'Sufficient Cause' is within the ambit of the concerned Authority, which has to be exercised based on sound judicial principles. It cannot be gain said that 'Right to refuse' registration of transfer of shares, 'Sufficient Cause' is question of law and the cause shown for refusal is sufficient or otherwise in a given case, can also be a 'mixed question of law' and fact. Besides this, a refusal may be on the; basis of 'Breach of Law' or any other 'Sufficient ....
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....es for failure to rectify its register and Section 59 of the Act, 2013 states that if the delay takes place in the Register then the applicant is entitled to move before the competent forum for necessary reliefs within the prescribed period of limitation. It was further stated in the counter that the Judgment relied on by the Applicant is no way relevant to the facts and circumstances of the case and the Applicant has slept for over more than 4 years in approaching this Tribunal and under the circumstances prayed for dismissal of this Application. 8. Heard both sides and perused the records. As already seen from the facts narrated above, after the filing of the Counter by the 3rd Respondent in the main Company Petition CP/95/2017, in which....
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.... (2015) 5 SCC 674, has observed that issue of limitation requiring an inquiry into the facts, cannot be tried as a preliminary issue. The mixed questions of law and facts cannot be decided as a preliminary issue. Also the Hon'ble Supreme Court in the matter of Hareendran and others -Vs- Sukumaran and others, (2018) 14 SCC 187, has laid down that the question of limitation in the case being mixed question of law and facts, could not have been decided as preliminary issue. 10. The Hon'ble Supreme Court in the matter of Nusli Neville Wadia -Vs- Ivory Properties & Ors. in Special Leave Petition (Civil) Nos. 31982 - 31983 of 2013, while dealing with the issue of whether the plea of limitation can be raised as a preliminary issue or not,....