C.P. No. 6 of 2013. Case: Bengal Tools Limited Vs Metro Infrastructure Development Limited. Company Law Board

Case Number:C.P. No. 6 of 2013
Party Name:Bengal Tools Limited Vs Metro Infrastructure Development Limited
Counsel:For Appellant: Ratnanko Banerjee, Sr. Advocate, Tarun Aich and Ram Chandra Banerjee, Advocates and For Respondents: Krishnaraj Thaker and Bani Israel, Advocates
Judges:Dhan Raj, Member
Issue:Companies Act, 1956 - Sections 108, 10F, 111A, 391, 391, 392, 393, 394, 394, 634A
Judgement Date:March 31, 2015
Court:Company Law Board
 
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Order:

Dhan Raj, Member, (Kolkata Bench)

  1. In this case, earlier C.P. No. 304(111A)/ERB/2006 was filed under Section 111A of the Companies Act, 1956 (hereinafter referred to as "the Act") in the matter of M/s. GNB Credit Private Limited (presently known as M/s. Bengal Tools Limited) -vs- Metropolitan Laboratory & Nursing Home Limited (now known as M/s. Metro Infrastructure Development Limited) and while disposing of this C.P., this Bench passed an Order on 10.08.2010, the operative portion of which reads as under:-

    "24. In view of these reasons, the petitioner as such is not entitled to the relief unless and until the provisions of Section 108 are complied with, therefore, the petitioner herein is directed to comply with the provisions of Section 108 of the Act and lodge share transfer forms to the company within time after forms being presented to the prescribed authority, accordingly, the company is directed to effect the registration of transfer in the name of the petitioner.

    Accordingly, the petition is disposed of."

    1.1. M/s. Bengal Tools Limited (formerly known as GNB Credit Private Limited), the Petitioner herein, has filed the instant Petition being CP. No. 6 of 2013, under Section 634A of the Act for enforcement of the aforesaid Order dated 10.08.2010 passed by this Hon'ble Board and also, seeking for rectification of the Register of Members of M/s. Metro Infrastructure Development Limited (formerly known as Metropolitan Laboratory & Nursing Home Limited), the Respondent Company herein, so as to show the name of the Petitioner as the registered shareholder of 110 equity shares, in terms of the Order dated 10.08.2010 passed by this Hon'ble Board.

  2. The Petitioner Advocate submitted that pursuant to the Order dated 16.08.2011 of Hon'ble High Court at Calcutta, M/s. GNB Credit Private Limited (hereinafter referred to as "GNB") has been amalgamated, under a Scheme of Amalgamation, with M/s. Bengal Tools Limited, the Petitioner Company and all rights, title and interest of the said GNB including the right to continue with any proceedings have been transferred to the Petitioner Company. By the reason of such amalgamation Order, the Petitioner being the successor-in-interest of the said GNB, is pursuing the instant Petition for enforcement of the Order dated 10.08.2010 passed by this Hon'ble Board, as confirmed by Hon'ble High Court at Calcutta vide Order dated 19.04.2012.

    2.1. The Petitioner Advocate has averred that GNB purchased 90 ordinary shares of and in the Respondent Company and sent the original share certificates along with duly stamped transfer deeds for transfer of the shares in its name, but the Respondent Company, without sufficient cause, had refused to effect the transfer of shares. The Petitioner herein instituted proceedings under Section 111A of the Act for rectification of Register of Members in respect of the said shares and this Hon'ble Board, vide order dated 10.08.2010, directed the Respondent Company to effect the registration of the transfer in the name of the Petitioner after lodgment of the share transfer forms upon due compliance of the provisions of Section 108 of the Act. In terms of the directions of this Hon'ble Board vide Order dated 10.08.2010, the said GNB, vide letter dated 10.09.2010, made over the original share certificates along with duly stamped transfer deeds for transfer of 90 shares to the Respondent Company, but the Respondent Company has refused to accept and ultimately, the same were submitted on 22.09.2010. Subsequently, vide letter dated 28.09.2010, the Petitioner submitted share certificates along with duly stamped transfer deeds for transfer of further 20 shares in the name of the said GNB.

    2.2. It has been pointed out that sometime in November, 2010, the Respondent Company preferred an appeal against the Order dated 10.08.2010 of this Hon'ble Board before the Hon'ble High Court at Calcutta (APO No. 391 of 2010) in which interim orders were passed and finally the said appeal was dismissed by an Order dated 19.04.2012. Thereafter, the Petitioner, by a letter dated 18.06.2012, called upon the Respondent Company to effect the transfer of the said shares in terms of the Order dated 10.08.2010 of this Hon'ble Board, as confirmed by the Order dated 19.04.2012 of Hon'ble High Court at Calcutta, but the Respondent Company, by a letter dated 12.07.2012, has asked the Petitioner to provide documentary evidence for transfer of assets of GNB to the Petitioner. The Petitioner made over the copies of the Orders of amalgamation along with relevant documents to effect the transfer of shares, however, the original share certificates along with share transfer deeds were returned to the Petitioner without effecting any transfer. Since there was no necessity for any further compliance with the provisions of Section 108 of the Act, the Petitioner Advocate, by a letter dated 08.10.2012, again forwarded the original share certificates along with share transfer deeds for complying with the Order dated 10.08.2010 of this Hon'ble Board. In this regard, the Petitioner Advocate contended that the Respondent Company is under the obligation to effect the transfer of 110 equity shares in the name of the Petitioner, in terms of the said Orders, as the Petitioner is the successor-in-interest of the said GNB and is entitled to all right, title and interest of GNB in respect of...

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