C.P. No. 23 (111) of 2011. Case: ARG Auto Components (P.) Ltd. Vs Atlas Pet Plas Industries Ltd.. Company Law Board
| Case Number | C.P. No. 23 (111) of 2011 |
| Counsel | For Appellant: Mandakini Ghosh, Swagatika Sanoo, Anand K. Ganesan, Sneha V. and P. Nagesh and For Respondents: Chandani Goyal, Sonam Sharma, Mukund Kumar Sing and S.P. Verma |
| Judges | B.S.V. Prakash Kumar, Member (J) |
| Issue | Companies Act, 1956 - Sections 111, 111A, 111A(2), 111A(3), 402, 403 |
| Citation | 2015 (126) CLA 12 (CLB), 2015 (130) SCL 77 (CLB) |
| Judgement Date | January 14, 2015 |
| Court | Company Law Board |
Order:
B.S.V. Prakash Kumar, Member (J), (New Delhi Bench)
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The Petitioner filed CP 23/11 u/s. 111 r/w. sections 402 and 403 of the Companies Act, 1956 against the Respondent for the rectification of the register of members of the respondent company for the petitioner being wrongfully shown as shareholder of the respondent company, adjusting the consideration paid by the petitioner towards earnest money for sale of the equity owned by the respondent as equity of the respondent company. The substance of the CP is the respondent on 10.03.2006 entered into an agreement to sell an Industrial Plot admeasuring 8000 square meters bearing Nos. 95 & 96, (subsequently numbered as plot Nos. 177 & 178) situated at Sector 3, Bawal Industrial Area to the petitioner for a total consideration of Rs. 1,75,00,000/-.
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The petitioner further submits that the respondent received a total sum of Rs. 25,00,000/- as earnest money at the time the respondent entered into a sale agreement with the petitioner. The petitioner further submits that the payment of Rs. 25,00,000/- to the respondent company is very much reflected in the agreement entered into on 10.03.2006. For the respondent company having failed to execute the sale deed as agreed in the agreement of sell, the petitioner initiated civil proceeding against the respondent company in the year 2009. Soon thereafter, on 25.03.2011, when the petitioner perused the filings of the respondent company on the MCA portal, it came to notice that the petitioner was shown as shareholder for a value of Rs. 20,00,000/- by way of allotment of 2,00,000 equity shares with a face value of Rs. 10/- each at par to the petitioner.
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The petitioner further submits that it has never agreed to become member of the respondent company and it has not even applied for any shareholding in the respondent company, it appears that the respondent company, to divert the merits in the civil case pending against it, has converted the earnest money received from the petitioner into shareholding in the name of the petitioner, which for the first time has come to its notice only when it was verified on MCA Portal. The petitioner submits that this allotment to the petitioner was illegally made without putting it to the notice of the petitioner.
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The petitioner further submits that it came to know of it in the year 2011 that the name of the petitioner as shareholder of the respondent company has been appearing in the records since 2007-08.
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