C.A. Nos. 147 to 148 of 2012 and C.P. Nos. 7 to 8 of 2012. Case: Dilip Modu Timblo Vs Sociedade De Fomento Industries (P.) Ltd.. Company Law Board

Case NumberC.A. Nos. 147 to 148 of 2012 and C.P. Nos. 7 to 8 of 2012
CounselFor Appearing Parties: Chirag Balsara, Firoza Kapadia, Dinyar Madon, Farid Karachiwala, Bhavik Manek, Ms. Sneh Mehta, Yashesh Kamdar and Shivanand Nayak
JudgesVimla Yadav, Member
IssueCode of Civil Procedure, 1908 (CPC) - Rule 11(d); Companies Act, 1956 - Sections 111, 111(4)
Citation2013 (114) CLA 293 (CLB), 2013 (119) SCL 83 (CLB)
Judgement DateDecember 04, 2012
CourtCompany Law Board

Order:

Vimla Yadav, Member, (Mumbai Bench)

  1. The Company Application No. 147 of 2012 and 148 of 2012 are being disposed of by this Common order as Petitioner in. CP No. 7/2012 and 8/2012 is the same and the facts of the Case in these two petitions are almost similar, the applications have same prayers, the representatives are the same and have adopted the arguments in one Application for the other. The Applicant in CA No. 147/2012 AUDUTH MODU TIMBO (THE ORIGINAL R-3) has opposed the present Company Petition Nos. 7/2012 & 8/2012 on the limited and preliminary ground that the Petitions are barred by the law of limitation, and, even otherwise, in any case, are not maintainable on the ground of delay and laches. The Applicant is R-3 in Company Petition and is also one of the shareholders of the Respondent Company (Sociedade de Fomento Industrial Pvt. Ltd. & Hardesh Ores Pvt. Ltd.). In CP No. 7/2012 the Petitioner has sought rectification of the Register of Members under section 111 of the Companies Act, 1956, (hereinafter referred to as 'the Act') in respect of 10,000 shares, belonging to Late Modu Timblo which were transmitted to the Applicant and Dilip M. Timblo, 3 and 4. Further, these shares of R-3 & R-4 were transferred to the Applicant. In Company Petition No. 8/2012 the Petitioner has sought rectification of the Register of Member in respect of 800 shares of Late Modu Timblo.

  2. It was claimed that as per the Family Arrangement and Settlement, dated 18th November 1994, which reads as under:

    The shareholding of the family consisting of S.T., A.T., D.T., and P.T. in the companies, as per the list annexed hereto, shall be brought on par with as it exists in SFI i.e. S.T. 20%, and A.T., D.T. and PT 262/3% each.

    the Applicant and Dilip M. Timblo 3 and 4 had agreed on the division of the shares. Thereafter, a Shareholders' Agreement dated the 18th November, 1994 was executed between the R-1, 3, 4 and the Applicant wherein the shareholding of all parties is detailed in Clause 1 of the said Shareholders Agreement as reproduced below:

    The shareholding of each party is in the following proportion:

    S.T. - 5000

    A.T. - 6667

    D.T. - 6666

    P.T. - 6667

    ____________

    25000

    Further, Clause II (i) of the Settlement Agreement - 1, dated 5th April, 2005, wherein the agreed shareholding of all parties is detailed reads as under:

    (i) The parties accept the shareholding in SFI with effect from the death of the late Modu Timblo is as under and accordingly appropriate changes have been effected in the register of members of SFI, viz:

    ST: 5000 (20%) ("STs SFI Shares")

    AT: 6667 (26.66%)

    DT: 6666 (26.66%)

    PT: 6667 (26.66%)

    Further, the transfer of shares, of the R-2 Company, by the R-3 in favour of Applicant, was reflected in the Register of Members of the R-2 Company on 5th April, 2005. Further, the transfer of shares, of the R-2 Company, by the R-4 in favour of the Applicant, was reflected in the Register of Members of the R-2 Company on 6th April, 2005 and 13th March, 2006, the same has been admitted by Dilip M. Timblo/Original Petitioner on page 6 paragraph 1.3(b) of the Petition.

  3. It was argued that on 8th April, 2005, Dilip M. Timblo became aware of the transmission and transfer of shares, which are impugned in the present Petition, when he was given copies of the Settlement Agreements dated 5th April, 2005, at the Company Law Board, in other proceedings between the parties. Dilip M. Timblo accepted dividend in respect of his shareholding of 6666 shares in the financial...

To continue reading

Request your trial

VLEX uses login cookies to provide you with a better browsing experience. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. ACCEPT