Sangeet Lodha, J. - (1.) THIS Company Appeal under Section 10F of the Companies Act, 1956 (for short "the Act") is directed against judgment and order dated 19.3.14 passed by the Company Law Board, Northern Region Bench, New Delhi ('the Board'), whereby the petition preferred under Section 111(4) read with Section 108 of the Act by the respondent for setting aside the transfer of 2500 shares held by him in the name of the Appellant No. 2 -Laxmi Narayan Pandey, stands allowed and accordingly, the Appellant Company has been directed to enter aforesaid shareholding of 2500 shares in the name of the respondent in the Register of Members within 30 days.
(2.) THE relevant facts are that the Appellant Company, a company registered under the provisions of the Act, is engaged in the business of manufacture, fabricate, design, engrave, assemble, refine, treat, cut, mine, crush grind, polish, process, wash, wax import & export and sale of minerals. The subscribed and paid up share capital of the Appellant Company at the time of incorporation was Rs. 1,00,000 divided into 10,000 equity shares of Rs. 10/ - each, which was subsequently increased to Rs. 3,00,000/ - divided into 30,000 equity shares of Rs. 10/ - each on 2.4.09 and was further increased from Rs. 3,00,000/ - to Rs. 9,00,000/ - divided into 90,000 equity shares of Rs. 10/ - each. The respondent acquired shareholding of 2500 equity shares of Rs. 10/ - each of the Appellant Company in the year 2001. The respondent was also Director of the Appellant Company, however, he was removed from the office of Director by the Appellant Company w.e.f. 30.9.09.
(3.) THE respondent filed a petition under Section 111(4) read with Section 108 of the Act before the Board alleging that the Appellant No. 2 & 3 herein who are Director and Shareholders of the Appellant Company conspired to play fraud with relation to his shareholding in the Appellant Company and got illegally transferred the shares held by him in the name of the Appellant No. 2 herein without execution of the share transfer deeds and without payment of any consideration. It was averred in the petition that the respondent herein came to know of the fraud committed by the Appellant No. 2 & 3 in respect of the transfer of the aforesaid equity shares on perusal of the inspection report dated 18.12.12 prepared by Mr. Lokesh Sharma, Company Secretary, available on MCA Portal. It is alleged that the respondent also lodged a complaint regarding fraud and misappropriation committed by the Appellant No. 2 & 3 with the police, however, same was not registered and therefore, the petitioner filed the complaint before the Magistrate concerned, who in its turn has referred the matter under Section 156(3) Cr.P.C. for investigation to the police and accordingly, an FIR has been registered against the Appellant No. 2 & 3.;