STANPRO PHARMACEUTICAL LIMITED Vs. JOHN MATHEWS AND ORS

JUDGEMENT

(1.) Under adjudication is a Company Application No. 69 of 2011 filed in C.P. No. 15 of 2011. The Company Petition was filed before CLB that stood transferred to NCLT and renumbered as TCP No. 66 of 2016.

(2.) The Applicant/Respondent company, in the above CA, has submitted that the company petition filed by Mr. John Mathews and 3 others through their Power of Attorney Mr. Mani P. Sam is for seeking directions to set aside certain transfers and rectification in the Register of Members. It is averred by the applicant/Respondent that the Respondents/petitioners after executing the instruments of transfers in favour of Mr. Varghese George, the President of INAMCO and delivered the share certificates to him twice in the years 2004 and 2006. It has been submitted that Section 111A(3) bars filing of petition after two months, if the transfer process has already taken place. It has further been submitted that the Respondents/Petitioners are fully aware of the share transfer, after having obtained certified copies of the Annual returns for the year 2007 and other documents from ROC, but they filed the petition belatedly in 2011. It has been alleged that transferor and transferee(s) who are necessary parties have not been impleaded. Therefore, the applicant/respondent prayed to strike off or alternatively dismiss the petition as "not maintainable".

(3.) Respondents/Petitioners have filed their counter in CA 69 of 2011 stating therein that an AGM was conducted on 09.03.2007 during which the accounts were finalised for the year 1997. In the list of shareholders annexed with Form 20B, their shareholding is shown as "zero". Respondents/Petitioners raised an objection that if their shares were transferred in the year 2004 and 2006, the shareholder list for the year 1997 should have shown the actual number of shares held by them and not as "zero". It is contended they were kept in dark as to whether their proposal was acted upon or not. They submitted that they visited India in January 2011 and only during their visit, they came to know that their shares have been transferred and immediately they approached the CLB by filing the company petition No. 15 of 2011. With regard to non-joinder of parties, the Respondents/Petitioners submitted that they do not know to whom their shares have been transferred and that the Applicant company has not claimed that all the shares have been transferred to Mr. Verghese George and further stated that Mr. Varghese George is no longer associated with the company and his whereabouts are not known.