TaxTMI 
TaxTMI 
TaxTMI 
2026 (1) TMI 1166
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....ies Act, 2013, based on the oral submission made by the Ld. Counsel for the petitioner. It is submitted the appellants were not aware of the order dated 29.01.2025 wherein a statement was recorded as "the petition can be decided or confined to Section 59 of the Companies Act, 2013". 3. It is alleged the impugned order passed is only confined to section 59 of Act of 2013, which does not prescribe any time limit for filing application for rectification of Register and that the Ld. NCLT had failed to appreciate that during the pendency of Income Tax proceedings, Mr Roshanlal on 23.04.1972 passed away intestate. The Share certificate(s) pertaining to Mr Roshanlal were in possession of the Income Tax Department and the appellants being heirs of Mr Roshanlal were unable to apply to the Respondent Company/R-1 to add their names, to the register of members. 4. It is the case of the appellant that Respondent No.3 (Mrs Krishna Kumari) acquired the shares in the year 1998 in a fraudulent manner during the period the share certificate of Mr. Roshanlal was seized by Income Tax Department. Between the years 1972 to 2006, the income tax proceedings continued and were being defended by the a....
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....imitation period shall begin only with effect from 12.12.2018 when such letter of ROC was received. The petition was subsequently filed by appellants in the year 2019 before Ld. NCLT Mumbai. 12. It is submitted limitation is a question of law and the fact which supports the appellants case is they were pursuing remedies before the appropriate authorities, including ROC, a quasi judicial body. 13. Learned NCLT vide its impugned order held as follows:- 23. It is undisputed fact that Roshanlal Agarwal was registered shareholder of the Respondent No. 1 Company on date of his death on 23rd April, 1972 and shares registered in name of Roshanlal Agarwal were transferred in name of Respondent No. 3 on 15.05.1998. The present petition was filed on 29th January 2019. It is the case of the Petitioners that the alleged fraud was discovered by them in December 2018 upon receipt of a letter dated 12th December 2018 from Respondent No. 8 in response to Petitioner No. 1's letter dated 21st September, 2018. The Petitioner has pleaded that they had no firm knowledge of status of shares of Roshanlal Agarwal prior to that. 24. It is trite law that, in case of fraud, the limitat....
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....oners were clearly aware that Respondent No. 2 was claiming title to Roshanlal's shares on the date of public notice; e) Petitioner No. 1 lodged a complaint on 4.7.2011 with the EOW against Respondent Nos. 2 and 3, alleging misappropriation, unlawful and illegal transfer of Roshanlal's shares and criminal breach of trust and this complaint was dismissed on 8.9.2011 by EOW informing Petitioner No. 1 that his complaint prima facie did not disclose any cognizable offence, and that, since the same did not come under the EOW's ambit, he may approach the competent authority for redressal of such grievance; f) On 29.10.2011, Petitioner No. 1 filed a further complaint with the EOW stating therein various facts and allegations pertaining to the said shares. On 3.1.2014, EOW informed Petitioner No. 1 that it is closing the enquiry into his complaint as the same was of a civil nature; g) On 5.12.2012, Petitioner No. 1 wrote to the Commissioner of Police claiming that the aforesaid shares had been illegal and unlawfully transferred, who subsequently transfers the complaint to the EOW; 26. It is undisputed fact that the present petition has been filed after a....
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.... Ratanlal Agarwal's account. However, the petitioner didn't take any action to file appropriate application seeking transmission of these shares in their name at that time also. 28. Petitioner No. 1 issued a public notices on 14.10.2006 in Bombay Samachar and Free Press Journal cautioning the public against dealing in shares of Respondent No. 1 held by Respondent No. 2 stating that "I understand that one Mr. Anil Kumar Agarwal is claiming to be the 100% shareholder of the company Juhu Hotels Pvt. Ltd. and is negotiating to deal with the shares of Juhu Hotels Pvt. Ltd. and consequently the property described in the schedule hereunder written. Public is hereby cautioned not to enter into any agreement or deal with in any manner with the said 49% shares of Juhu Hotels Pvt. Ltd. belonging to my father late Roshanlal Agarwal and now belonging to me........" This shows the clear admission of the Petitioner No. 1 that he had knowledge of existence of shares in the name of his deceased father and claim of Respondent No. 2 over those shares, however the petitioners failed to take any action to seek transmission of those shares in his name at that time also or approach this Tribunal....
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....0, addressed by Respondent No. 2 (through the Respondent No. 1 Company) to the Income-Tax Department, wherein, Respondent No. 2, sought for lifting of the attachment order over the said Shares. Even if this explanation for the not seeking transmission of shares of deceased Ratanlal Agarwal in name of his legal heirs is accepted, the Petitioners, having become aware of alleged fraudulent conduct of the Respondent No. 2 and 3 in the year 2004 itself, failed to take any action to seek transmission of shares in their name, dehors share certificate in their possession, or approach this Tribunal in case the Respondent Company would have refused to register transmission at that time. 32. The events discussed at para 27 to 31 clearly contradicts the claim of the Petitioner No. 1 that he came to know about the fraudulent transfer of shares registered in name of his father only on receipt of a letter dated 12th December 2018 from Respondent No. 8 to cross the bar of limitation. Accordingly, we are of considered view that the present petition has been filed beyond the period of 3 years from the date of knowledge of fraud alleged to have been perpetrated by the Respondent No. 2 and 3 ....
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....Kumar wrote a letter dated 21.03.2000 to the Income Tax Department inter alia calling upon it to lift the attachment order on Mr. Roshan Lal shares and to transfer those shares in his name. This fact came to the knowledge of the appellant in the year 2011 itself as stated in the appeal. Thus, since 2006 the appellants were aware of the fact the shares are either transferred or in process of further being transferred but came forward to challenge such transfer only in 2019 alleging that they came to know of shares certificate in the name of Respondent No.3 only in the year 2018 itself. The appellants have relied upon Section 17 of the Limitation Act and it reads as under:- 17. Effect of fraud or mistake.-(1) Where, in the case of any suit or application for which a period of limitation is prescribed by this Act,- (a) the suit or application is based upon the fraud of the defendant or respondent or his agent; or (b) the knowledge of the right or title on which a suit or application is founded is concealed by the fraud of any such person as aforesaid; or (c) the suit or application is for relief from the consequences of a mistake; or (d) wh....