SHAM SUNDER KUKREJA Vs. HINDUSTAN LEVER LTD

JUDGEMENT

(1.) THE petitioner has filed this petition under section 111A(3) of the Companies Act, 1956 ('the Act'), inter alia, seeking relief to decide and adjudicate matters relating to the transfer of 370 equity shares of erstwhile Brooke Bond Lipton India Limited (BBLIL) and entitlement of allotment of the shares by Hindustan Lever Limited (HLL) in lieu thereof with other consequential reliefs and to declare the transfer of 370 equity shares in the name of respondent No. 2 as void and illegal and to issue orders and directions for rectification of register of members by registering/restoring the name of the petitioner and the first named joint holder as rightful and lawful owners of 370 equity shares of erstwhile BBLIL.

(2.) The brief facts of the case as set out in the petition are as under:--

(3.) THE petitioner has submitted its rejoinder and has inter alia stated that the subject matter of the petition is a case of forged transfer which can pass no title and is void. THE respondent No. 1 is duty bound to rectify the register of members by entering the name of the first named shareholder and the petitioner as before being the original allottees and cancel the names of the transferee-respondent No. 2. THE petitioner also stated that the transferor-company - BBLIL had abdicated in its duty to refuse to register the transfer of shares on the additional ground that even the date and place of execution, specimen signatures of the transferee-respondent No. 2, non-cancellation of share transfer stamps affixed on those instruments of transfer, date of presentation etc. were not communicated to the respondent No. 2 vide its letter dated 28-2-1997 as well totally ignored the stop transfer instructions of the petitioner intimated to the company vide its letter dated 17-3-1997. That in the absence of any period prescribed for making an application under seclion 111(4) for rectification, the petition of the petitioner would not suffer any bar of limitation by virtue of the applicability of the provisions of section 111A, sub-sections (5) and (7). It is further submitted that erstwhile BBLIL had transferred the shares on 23-4-1997, intimation thereof was given to the petitioner vide respondent company's letter dated 19-9-1997. THE transfer was effected in contravention of the express provisions of section 108 of the Act and other applicable provisions of the Act, and other Acts and the name of the transferee-respondent No. 2 has been entered in the register of members without sufficient cause. THE petitioner and the first named shareholder had never lodged/executed and signed any instruments of transfer in favour of any person or third party, and/or delivered any share certificate with any blank transfer form or otherwise at any relevant time either before or after 23-4-1997 in respect of 370 equity shares of BBLIL.