ROCKMAN PROJECT LTD Vs. DEVINDER KUMAR JAIN

JUDGEMENT

(1.) The appeal is directed against the order dated 15-2-2013 passed by the Company Law Board ("CLB") in the CA No.89/2012 filed by the appellant herein, rejecting its plea for amendment of the written statement. The application is for stay of the order impugned.

(2.) Shorn of unnecessary details and company law jargon, the facts are these. C.S. Agarwal and his associates/family members on the one hand and D.K. Jain and his wife Nirmal Jain on the other, joined together and formed a company by name Rockman Projects Limited ("RPL" or "the company"). It was a closely-held company, the shares being held only by these two groups. The company was to do business in an SEZ. Soon disputes arose between the two groups. D.K. Jain filed a petition (CP No.2/(ND)/2011) before the CLB under sections 397 and 398 of the Companies Act, 1956 ("the Act") alleging oppression and mismanagement against C.S. Agarwal and his associates. The petition was admitted and some interim orders were passed. RPL objected to the maintainability of the petition on the ground that D.K. Jain did not hold the requisite number of shares for filing the petition. It was the case of RPL that D.K. Jain had transferred 23800 shares out of 23900 shares which he held in RPL in favour of C.S. Agarwal on 28-3-2008 and had signed the transfer deed. This was of course denied by D.K. Jain who alleged that his signature in the transfer deed was forged and that he in fact did not execute it and did not transfer the shares. In fact, he stated in his petition that the shares were never physically delivered to him since RPL was a closely-held company.

(3.) The CLB appointed its Bench Officer to examine the records of RPL. It was stated by RPL in defence that the Bench Officer was shown the transfer deed in original and he had also affixed his signature on the reverse of the transfer deed in proof of its authenticity. The CLB was asked to look into the report given by the Bench Officer. The CLB could not find any report, or any record of such authentication. It therefore called upon RPL to produce the original share transfer deed. It placed the burden of proving the share transfer to C.S. Aggarwal on RPL by a detailed order passed on 9-1-2013. The matter was listed for final hearing on 15.02.2013.