Company Petition No. 35(ND)/2010. Case: B.C. Gupta and Others Vs Sunair Hotels Limited and Others. Company Law Board
| Case Number | Company Petition No. 35(ND)/2010 |
| Judges | D.R. Deslunukh, J., Chairman |
| Issue | Company Law |
| Citation | 2012 (1) CompLJ 598 (CLB) |
| Judgement Date | November 29, 2011 |
| Court | Company Law Board |
Order:
D.R. Deslunukh, J., Chairman, (Principal Bench At New Delhi)
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This order governs CA No. 747 of 2010 and CA No. 748 of 2010. Company Application No. 748 of 2010 is for impleadment of Star Light Credit (India) Ltd. (hereinafter referred to as Star Light) as a respondent on the ground that 42,57,600 equity shares held by P-13, i.e., International Commenter Limited (hereinafter referred to as ICL) have been unlawfully transferred to Star Light.
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Besides the above ground Company Application No. 747 of 2010 has been filed for amendment of the company petition, also on the ground that 44,800 equity shares held by P-14 in R-1 have been transferred to R-2 without following the due procedure of law.
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I have considered the arguments advanced and the case law cited on either side. I am of the considered view that both the applications Company Application No. 747 of 2010 and Company Application No. 748 of 2010 deserve to be allowed for the following reasons:
(a) Prima facie it appears that the petitioners P-13 and P-14 were not aware of the alleged transfer of their shareholding in R-1 on the date of filing of the petition.
(b) 42,80,000 equity shares of R-1 company held by ICL were held as collateral security with Tourism Finance Corporation of India (TFCI) and prima facie it appears that physical transfer of shares as contemplated by section 108 of the Companies Act, 1956, has not taken place.
(c) Unlawful transfer of the shareholding [of applicants?] in R-13 and R-14 in R-1 to Star Light amounts to diluton of their shareholding in R-1 company. Company Petition No. 35(ND)/2010 is a composite petition under section 397, 398, 399 read with section 111A, 402 and 403. The relief for rectification of register of members of R-1 company to restore the shareholding of P-13 and P-14 has also been sought by Company Application No. 747 of 2010. It would, therefore, be unjust to direct the petitioner P-13 and P-14 to file a separate petition for the reliefs sought by Company Application No. 747 of 2010 and Company Application No. 748 of 2010. It is incorrect to say that issue of transfer of shares held by P-13 and P-14 in R-1 to Star Light and R-2 respectively could only be alleged as an act of oppression in P-13 and P-14 companies by a separate company petition as it relates to the affairs of P-13 and P-14 companies only.
(d) Since 42,80,000 shares held by R-13 are prima facie held as collateral security with TFCI and it is sought to be averred...
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