SHASAN PROJECTS INDIA LTD Vs. ASSAM BROOKE LTD
COMPANY LAW BOARD
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(1.) AN application under Section 634A of the Companies Act, 1956, read with Regulation 44 of the Company Law Board Regulations, 1991, has been filed by Shasan Projects India Ltd. formerly known as Sonawala Exports Ltd. seeking the enforcement of the order of this Board in C. P. No. 26/111/ERB of 1994. In the said order, we had directed Assam Brooke Ltd., respondent No. 1, in the instant application, to register one lakh shares, bearing distinctive Nos. 491476 to 591475, in the name of the petitioners. It is stated in the application that in spite of the order to Assam Brooke to register the shares within ten days, Assam Brooke have refused to do so. Accordingly, it has been prayed that we should, by appropriate order, enforce the implementation of our order in the said petition.
(2.) In its reply respondent No. 1 has stated that the implementation of the order would violate the order passed in C. P. No. 2 of 1994 by the Principal Bench of the Company Law Board and as such till the matter in C. P. No. 2 of 1994 is decided, the question of registration of the transfer does not arise. It has also put forward certain arguments against the validity/genuineness of the purchase of the shares by the petitioners. It is also stated that our order in C. P. No. 26/111/ERB of 1994 has also been appealed against and the matter is pending before the Calcutta High Court. It is the stand taken by respondent No. 1 in its reply, that in view of the mention in the order that the same would be subject to the order of the Principal Bench in C. P. No. 2 of 1994 and as the Principal Bench has already restrained registration of any transfer, the company is right in not registering these shares. It is also stated that at the time of seeking registration consequent on the order passed by us, the petitioner has not forwarded the transfer deeds but it had forwarded only the share certificates and, therefore, under these circumstances also, the registration of transfer could not be made.
Sri Sarkar, initiating the arguments on the application, stated that the transferor in this case was not a respondent in C. P. No. 2 of 1994 and the restraint order relates only to those registered in the name of those 17 respondents mentioned in that petition. Going through the relief sought in C. P. No. 2 of 1994, he stated that the interim order passed by us restraining transfer of shares and registration thereof would apply only in respect of those shares held by these respondents covered in the prayer and since these shares are not in the name of any of the 17 respondents, the interim order passed by us does not cover these shares. He further stated that even though the prayer for staying the operation of the order of the Company Law Board in C. P. No. 26/111/ERB of 1994 was sought in the writ petition before the Calcutta High Court the same was not granted. Under these circumstances, he stated that the company is bound to register these shares in the name of the petitioner as ordered by us.
(3.) DR. A.M. Singhvi, appearing on behalf of respondent No. 1, stated that the interim order not only restrains respondents Nos. 1 to 17 from transferring these shares it also mentions that the company shall not register any of these shares covered in the petition. In the petition these impugned shares have also been made a subject and as such the order passed by the Eastern Bench is in contradiction of the restraint order passed by the Principal Bench. Therefore, he stated that especially when the Eastern Bench order itself mentions that the order would be subject to the order passed by the Principal Bench, the company's stand of not registering the shares is in order and there should be no interference with this by the Company Law Board.;
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