Company Petition No. 1(111)/2009. Case: Ajay Batra Vs BHP Machines Limited and Others. Company Law Board
| Case Number | Company Petition No. 1(111)/2009 |
| Judges | D.R. Deshmukh, Chairman |
| Issue | Companies Act, 1956 - Sections 108, 108(1), 109, 110, 111, 111(4), 111A, 43A |
| Citation | 2012 (2) CompLJ 607 (CLB) |
| Judgement Date | February 29, 2012 |
| Court | Company Law Board |
Order:
D.R. Deshmukh, J., (Principal Bench At New Delhi)
1. In this petition under section 111A of the Companies Act, 1956, the petitioner seeks rectification of the register of members of BHP Machine Ltd (henceforth referred to as the company) and a direction that the petitioner is the sole owner of 96,040 shares as contained in share certificates Nos. 34, 35 and 36. Following reliefs have also been claimed:
(i) Stay the alleged resolution allegedly passed on 30.6.2008 purporting to delete the name of the petitioner from share certificate Nos. 34, 35 and 36;
(ii) Stay the cancellation of share certificate Nos. 34, 35 and 36.
(iii) Stay the issue of share certificate No. 43 that may have been issued in lieu of share certificate Nos. 34, 35 and 36.
(iv) Stay the change in the registered folio number from 11 to 17.
(v) Cancel share certificate No. 43, if issued
(vi) Pass any other or such further orders as this Board may deem fit and proper in the facts and circumstances of the case.
Admittedly, the petitioner is the son of late Shri Y.P. Batra who held 96,040 shares in the company jointly with his wife, Mrs. Geeta Batra, R-2, Later, at the request of the petitioner, the name of the petitioner, Mr. Ajay Batra, was added as a joint holder in share certificate Nos. 34, 35 and 36 in place of Mrs. Geeta Batra. Mr. Y.P. Batra died on 21.9.2008. It is also not in dispute that a board meeting of company was convened on 30.6.2008. The petitioner had notice but did not attend the board meeting.
2. Para-31 of the petition is reproduced below:
Hence this petition for rectification of the register of members inasmuch as, despite the request made on 3.10.2008, the respondent have not transmitted in favour of the petitioner, 96,040 equity shares as combined in certificate Nos. 34, 35 and 36, being the sole surviving member under and in terms of article 26(i) of the articles of association by which the company is bound. Instead they have even tried to delete the petitioner name from the aforesaid share certificates and indeed have even purported to cancel share certificate No. 36. Hence this petition for rectification.
2.1 Thus the petition purports to be one under sub-clause (2) and not under sub-clause (3) of section 111A of the Companies Act, 1956.
3. The petitioner alleges that, after the demise of his father, Mr. Y.P. Batra, on 21.9.2008, he sent an application, annexure P-4, on 3.10.2008, for transmission of the shares contained in share certificates Nos. 34, 35 and 36 solely in his name on the ground that under article 26 of the articles of association of the company, on the death of Mr. Y.P. Batra, he being the only surviving member ought to be recognised by the company as having title to 96,040 shares contained in the above mentioned certificates. It is also not disputed that with the application, annexure P-4, the petitioner enclosed only the xerox copies of the share certificates Nos. 34, 35 and 36 and withheld the originals thereof.
4. The petitioner contended that the board resolution dated 30.6.2008 relating to deletion of his name as a joint holder in the above mentioned share certificates was an act of forgery and fraud as no such resolution was passed in the said board meeting. It is further alleged that if any such board resolution would have been passed on 30.6.2008 the authorised signatory of the company would not have asked for the petitioner by letter dated 14.10.2008 to forward the original share certificates of the company for consideration and necessary action by the board. It is further alleged in the petition that Mr. Y.P. Batra did not execute a deed of declaration on 20.11.2007 for deleting the name of the petitioner as joint holder in share certificates Nos. 34, 35 and 36 for 96,040 shares in the company.
(Emphasis supplied)
5. Respondents case in short is that under the deed of declaration dated 27.11.2007 Mr. Y.P. Batra had expressed that the name of the petitioner be struck off as a joint holder in respect of 96,040 shares held jointly by him with the petitioner. This deed of declaration dated 27.11.2007 was considered in the meeting dated 30.6.2008 by board of directors which resolved to delete the name of the petitioner from the above mentioned share certificates as joint holder. Later, after the death of Mr. Y.P. Batra, on presentation of a Will of Mr. Y.P. Batra in her favour by R-2, the board of the company on dated 7.11.2008 had resolved to recognise R-2 as a...
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