S.Balasubramanian, - (1.) IN this petition, filed under Section 111 of the Companies Act, 1956 ('the Act"), the petitioner has sought for a direction on M/s. P R Productions Pvt. Ltd. ("the Company"), to transmit 251 equity shares held in the name of his father who expired in the year 1981. The facts of the case are that one Amitava Roy was holding 251 ordinary shares in the company. He expired in July, 1981. The petitioner being the son of the deceased obtained succession certificate in his favour and applied to the company by a letter dated 20-05-1983, seeking for transmission of the said 251 shares in his name. According to the petitioner, he received a letter dated 02-07-1983, informing him that the deceased had incurred certain debts to the company beyond the value of the shares and as such, the company had sought for legal advice. Later, the petitioner received a letter dated 21-06-1985, staling that the shareholders and the directors had approved the transmission of the shares and that it would take about seven days time to make necessary endorsement, whereafter the petitioner could collect the shares. During all these years the petitioner has been visiting the office of the company but so far the company has failed to deliver the certificates duly transmitted in his name. Accordingly, he has sought for direction of this Bench upon the company to deliver the share certificates duly transmitted in his favour.
(2.) The company has filed its reply stating that the deceased had taken a loan of Rs. 3,481.99 from the company during the accounting year ended on 31-12-1981, repayable with interest @15% p.a. and the said loan is still outstanding and had become Rs. 75,366.04 as on 31-03-2003. When the petitioner applied to the company for transmission of shares, the petitioner was informed by the company about the dues of the deceased by its letter dated 02-07-1983 but the petitioner wilfully and deliberately neglected to clear the dues. The letter dated 21-06-1985, stating that the shareholders and directors had approved the transmission, cannot be relied upon since there air no minutes in the company approving the said transmission. Further, the director who had allegedly signed the letter, had no power to do so and as a matter of fact, on oral enquiry with that director, he has informed the company that he had not signed any such letter. Without clearing the dues of the father, the petitioner cannot seek for transmission of the shares and, therefore, the petition should be dismissed. In the rejoinder, the petitioner has enclosed a copy of the letter from the company dated 31-05-1983, stating that his letter for transmission of shares had been placed before the Board as well as the shareholders and that they were of the opinion of no objection, but some points were to be clarified before doing so. Accordingly, the petitioner was invited to meet the directors on 04-06-1983. Me has also enclosed a letter dated 04-08-1983 wherein the company had informed the petitioner that unless dues and liabilities of the deceased are cleared, no further action could be taken in the matter.
(3.) WHEN the mailer was heard, Shri Joydeep Roy, Counsel, appearing for the respondent raised the issue of limitation stating that the cause of action for the petitioner arose in 1983, but he has filed the petition only in the year 2003 i.e. after a delay of over 20 years and as such, the petition is hopelessly time barred. He further submitted that when the petitioner was aware of the dues and liabilities of his father to the company, he never bothered to clear the dues nor he took any further steps in the last 20 years.;