J R SRINIVAS Vs. GURURAJA ENTERPRISES PVT LTD

JUDGEMENT

(1.) THIS is an appeal under Section 10 -F of the Companies Act, 1956 [for short the Act] by persons, one amongst whom incidentally happens to be a director of the company, whose share transfer register was sought to be rectified, who had sought for rectification in the register of members of the company by invoking the provisions of Section 111 of the Act, but who failed before the Company Law Board as per the order impugned in this appeal.

(2.) THE appellants are the petitioners in Company Petition No. 494 of 2008 before the Company Law Board, Additional Principal Bench at Chennai, who had invoked the rectification jurisdiction on the premise that the register showing the names of the members of the first respondent company was flawed and was not in accordance with law; that a good number of shares i.e. as many as 4,55,000 shares which had been held by an erstwhile member by name Maruthi L. Shanbhag had been transferred in favour of the respondents 2 and 4 on 18 -7 -2008 at the instance of these respondents, on the basis of the share transfer forms said to have been signed by the erstwhile owner of the shares on 12 -2 -2005, whereas the said Maruthi L. Shanbhag had in fact expired on 20 -2 -2005.

(3.) THE appellants, who were the petitioners in the company petition, claim that they had ownership of the requisite number of shares being members of the first respondent company and are entitled to maintain a petition under Section 111 of the Act, but the Company Law Board on an erroneous understanding of the facts and the law and being of the opinion that the ownership in the shares had changed hands from the erstwhile owner to the present stakeholders even prior to the death of the person and therefore no rectification was warranted; that such a conclusion, in terms of the impugned order, is not tenable in law and, therefore, the present appeal to get over the order.