ANIL K. NARENDRAN, J.

1. This appeal arises out of the order dated 20.11.2015 of the Company Law Board, Chennai in C.P.No.100 of 2011. The said Company Petition was one filed by the appellant herein under Sections 111, 398, 402 and 406 of the Companies Act, 1956 (hereinafter referred to as ‘the Act’), seeking an order to set aside the share transfers purported to have been made to the 4th respondent by the appellant and the 2nd respondent and the subsequent transfers made by the 4th respondent to the 2nd and 3rd respondents and to declare void (i) Form 32 filed for appointment of the 3rd respondent as a Director and the 4th respondent as the Managing Director of the 1st respondent Company; and (ii) Form 32 filed for changing the designation of the appellant from that of the Managing Director of the 1st respondent Company to that of a Director of that Company. The appellant has also sought for rectification of the register of members of the 1st respondent Company by removing the names of the 2nd, 3rd and 4th respondent as its members and other consequential reliefs.

2. The Company Law Board (hereinafter referred to as ‘the CLB’) by Annex.A12 order dated 20.11.2015 dismissed C.P.No.100 of 2011 as not maintainable, on a finding that the appellant ceased to be a shareholder of the 1st respondent Company, on transfer of his shares to the 4th respondent and as such he has no locus standi to file Company Petition before the CLB. The reasoning of the CLB, as contained in Para.8 of Annex.A12 order, reads thus;

“8. The petitioner has not denied the transfer of shares to the 4th respondent nor disputed the signatures on the share transfer forms. However at para 6(viii) it is stated that he was merely coerced by the 4th respondent along with few other persons with a threat to his life and bodily harm, to transfer the shares held by him in the R1 Company to the 4th respondent. Further it is stated that he was coerced to sign a share transfer form which was first signed by the 2nd respondent as the 1st holder and the petitioner was forced to sign it as a 2nd holder. There is no record to show that what legal action the petitioner has taken if he was threatened to sign the share transfer form and transfer the shares to the 4th respondent. As per law the transfer of shares by the petitioner is legal and valid. Further the petitioner contends that he represented the Company when the Company filed a suit for specific performance against the defendant being OS No.82 of 2006 before the Hon’ble Court of Subordinate Judge, Calicut. The R1 Company is the plaintiff in the suit however the petitioner represented the Company in the capacity as Managing Director. The said stand cannot be a ground to contend that he continued to be a shareholder of the Company or has any vested interest. Further the 4th respondent filed an affidavit dated 26.7.2011 before the Hon’ble Sub Court in OS No.82 of 2006 clarifying the position and stated that the petitioner had transferred his shares on 27.4.2011 itself and he ceases to be a director of the Company and lost all association with the Company. Hence it was prayed to delete the name of the petitioner from the cause title of the plaint being O.S.No.82 of 2006. It is more clinching evidence regarding transfer of shares of the petitioner to the 4th respondent from the annual returns for the year 30.9.2011 wherein the transfer of shares of the petitioner was shown as transferred to the 4th respondent. In view of the aforesaid reasons, the petitioner ceases to be a shareholder of the Company and has no locus standi to file a petition before this Bench. Accordingly, the C.P.No.100/2011 is dismissed as not maintainable. The interim orders if any operating as on this date stand vacated. Applications if any pending as on this date stand disposed of. No order as to costs.”

3. Feeling aggrieved by Annex.A12 order passed by the CLB, the appellant is before this Court in this appeal filed under Section 10F of the Act, rai