KOSHA CHANDRAVADAN PARIKH Vs. KRISHNA MINGRANITE LTD

JUDGEMENT

(1.) THE appellant/petitioner Mr. Kosha C. Parikh has filed an appeal under Section 111A of the Companies Act, 1956, praying, inter alia, to give directions to Krishna Mingranite Ltd., (hereinafter referred to as "the respondent-company") for transfer of 3,50,000 equity shares duly transferred and enter the names of the applicants in the register of members and to direct the respondent-company to pay dividend if any.

(2.) There are other two petitions bearing Nos. 34 and 38/111A/CLB/WR/2000. The subject matter of these petitions being the same, we have dealt with the same together and disposed of them by this single common order.

(3.) THE respondent-company has filed its reply by an affidavit dated December 18, 2000. It is stated that the petition is time-barred and that one Poonam K. Doshi, daughter of the deceased Smt. Harsha K. Doshi and Kishor Doshi, by her letter dated May 20, 1999, requested the respondent-company not to transfer any shares of her/the late parents till she receives succession certificate from the Bombay High Court. It is also stated in the reply of the respondent-company that the signature of the transferor differs from the records maintained by the company and the same are not duly stamped as required by law and the company is not a party to the alleged MoU dated November 17, 1995, and therefore the respondent-company is not bound by the same. THE respondent-company further stated in its reply that the names and identity of the petitioners in the petition. THE MoU dated November 17, 1995, and transfer form are different. THE respondent-company also stated in its reply that from the said MoU, it is clear that this is not a simple transaction of sale and purchase of the shares by a bona fide purchaser, but "loan" transaction wherein the shares in question were kept as security and if interpretation is made to the said MoU it is apparent that the petitioner has waived and/or given up her option of transfer of the shares. THE transaction is hit by the provisions of the Money Lending Act and the Arbitration Act also. THE respondent-company also stated in its reply that being a loan transaction and as the transferor had expired, the petitioner should have approached the heirs of the deceased transferor for the repayment of the loan and not the company for transfer. No objection from heirs is necessary in the above circumstances. THE respondent also stated in its reply that if interpretation is made the company has not made any breach of "Listing Agreement Clause 12 and/or 12A as alleged by the petitioner. THE respondent-company also stated that the shares in question are of the promoter's quota affected by lock-in-period. It has also been stated in the reply that the company being a juristic person has nothing to do with relations and/or relation is to be taken into consideration. It is further stated that except bare words there is no authenticity of the signature of the transferor. He has emphatically denied in the aforesaid affidavit that the rejection of the company is wrong and mala fide as alleged.