Case: Actimus Biosciences P. Ltd. and Ors. Vs Smt. C. Ananta Satyavati and Anr.. Company Law Board

Party NameActimus Biosciences P. Ltd. and Ors. Vs Smt. C. Ananta Satyavati and Anr.
JudgesK.K. Balu, Vice Chairman
IssueCompany Law
Citation[2009] 152 CompCas 710 (CLB)
Judgement DateSeptember 14, 2009
CourtCompany Law Board


K.K. Balu, Vice Chairman, (Chennai Bench)

  1. In the company petition filed under Sections 111A, 397/398 and 402 of the Companies Act, 1956 ("the Act"), on account of the grievances in the affairs of M/s. Actimus Biosciences P. Ltd. ("the company"), the applicants-respondents have come forward with the present company application under regulation 44 of the Company Law Board Regulations, 1991, read with Section 399 of the Act, questioning the locus standi of the respondents-petitioners to maintain the company petition, pursuant to transfer of their shares in favour of the fourth applicant, in support of which Shri R. Venkatavaradhan, learned Counsel submitted:

    The respondents-petitioners have transferred their shares in January, 2008, in favour of the fourth applicant on receipt of a valuable consideration of Rs. 80 lakhs from the latter. It is evident from the communications of the petitioners sent to the board of directors of the company that they have (a) sold the shares, namely, 1,30,000 shares by the first petitioner and 90,000 shares by the second petitioner in favour of the fourth applicant at Rs. 10 per share; and (b) handed over the share certificates together with the duly executed share transfer forms. They have further requested the company to transfer the impugned shares in favour of the fourth applicant or any of its nominees.

    The respondents-petitioners have unlawfully demanded over and above the agreed consideration of Rs. 80 lakhs from the fourth applicant in their communication dated July 7, 2008. There is no basis for the respondents-petitioners to claim any amount in excess of the mutually agreed consideration.

    By virtue of Section 82 of the Act, shares are movable properties and are transferable in the manner provided in the articles of association of the company. The communications of the respondents-petitioners envisaging sale of their entire shareholding in the company on receipt of the consideration would conclusively show that the shares have been duly transferred as per the articles. The transfer of title takes place according to the intention of the parties and in the present case the consideration came to be transferred by way of wire transfer to the accounts of the petitioners on January 24, 2008. Accordingly, the right, title and interest of the respondents-petitioners in the shares stood transferred on January 24, 2008, in favour of the fourth applicant and, therefore, they are estopped from...

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