INTERNATIONAL COMMENTER LTD. Vs. COLUMBIA TRADING CO. LTD.

JUDGEMENT

(1.) THE petitioner company, being a public limited company, holding 84,244 equity shares of Rs. 10 each in Columbia Trading Co. Ltd. and 3,56,052 equity shares of Rs. 10 each in Pushpanjali Trexim Ltd., has filed two separate petitions under section 111A of the Companies Act, 1956 ('the Act'), on identical facts, seeking rectification of the register of members in respect of the said shares as those shares have been transferred in the names of respondent Nos. 2 and 3 in both the petitions by respondent No. 1 -companies. Since both the appeals involve the common issue, these are being disposed of by this common order. As per allegations, the above shares as held by the petitioner -company are shown to have been transferred illegally to respondent No. 2 jointly with respondent No. 3. The petitioner -company never passed any resolution for transfer of the said shares. It is the case of respondent No. 2 in [CP No. 4(ND) of 2010] titled as S.P. Gupta v. International Commenter Ltd., pending adjudication before the hon'ble Principal Bench, Company Law Board ('CLB'), New Delhi, that he had been removed as director of the petitioner -company with effect from 18th June, 2009.

(2.) IT has been also submitted that the transfer of the said shares is bad in law because the same has been done without any consideration received by the petitioner. It has also been submitted that no resolution to transfer those shares has been passed by the petitioner and no Board meeting has been held for the purpose. It has been stated that no consideration has been paid for transfer of the above mentioned shares to the petitioner by the transferees. It has also been alleged that the respondent -company nowhere in the reply to the petitions produced the transfer deeds in question, whereas the production of the same is imperative for the adjudication of the present petition.

(3.) IT has been further submitted that section 111A(7) of the Act gives the power to CLB to decide any question relating to the title of any person who is a party to the application to have his name entered or omitted from the register of members in a public company and in support of its arguments, the petitioner has also relied upon the following cases :