The central legal point established in the judgment is the importance of compliance with statutory provisions for share transfers, the burden of proof on parties, and the relevance of knowledge in cases of share transfer.

The respondents in the Company Petition before the Company Law Board are the appellants herein challenging the order passed under Section 111 of the Companies Act, 1956. The respondent herein sought for rectification of the register of members of the company by deleting the name of the second appellant herein as owner of 101 equity shares of the company and entering the respondents name as the holder of the impugned shares.

2. The appellants have raised the following questions of law:

(a) Whether the Company Law Board was right in holding that the petition is not barred by limitation when the petitioner had not given any explanation regarding limitation and had expressly pleaded that the provisions of Limitation Act do not apply to the proceedings before the Company Law Board?

(b) Whether the Company Law Board was right in presuming that the petitioner had knowledge in 2003 about the transfer of shares from the date when he has inspected the records of the company at the Registrar of Companies when the records were available at the Registrar of Companies even in the year 1997 for inspection?

(c) Whether the Company Law Board was right in exercising its jurisdiction under Section 111 of the Companies Act, 1956 by ignoring the decisions relied on by the counsel for the appellants to show that when the matter admittedly involves forgery, fraud, lack of title, etc the Civil Court alone will have jurisdiction?

(d) Whether the Company Law Board was right in making a presumption against the appellants to their disadvantage for not producing the minutes of the meeting of the board, register of members and share transfer when these documents were not admittedly in dispute before the Company Law Board?

(e) Whether the Company Law Board was right in directing rectification of register of members after factually holding that the respondent had transferred the shares in favour of the 2nd appellant herein?

(f) Whether the Company Law Board was right in directing the issue of duplicate share certificate in favour of the respondent after coming to a conclusion that the share certificates and transfer deeds have been taken away by the respondent herein?

(g) Whether the Company Law Board had the jurisdiction to grant reliefs that are not prayed for in the petition?

3. The facts leading to the filing of the Company Petition before the Company Law Board are as follows:

The respondent herein and one Amalraj were subscribers to the Memorandum and Articles of Association of the company, by name M/s.N.S.Nemura Consultancy India Private Limited, the first appellant herein, subscribing to equal number of shares, namely, 101 shares. It is seen from the averments in the petition as well as in the counter before the Company Law Board that the respondent herein resigned his post as Director on and from 30th December, 1995 as evident from the letter dated 30th December, 1995. The respondent herein issued a certificate under the caption whomsoever it may concern that the companys account settled on 30th December 1995 was accepted by the respondent herein; he had also received his profit due to him from the business transacted upto 30th December, 1995 and he would not involve himself in the name of the company in any other transaction. The Managing Director of the company lodged a complaint with K.K.Nagar Police Station, Chennai on 04.1.1996 alleging that on 3rd January, 1996 at about 8.00 p.m., the respondent trespassed into the company along with several persons, threatened the first appellant and other employees and removed all the documents. In the circumstances, the Managing Director sought for protection to his life and to the property after taking necessary action against the respondent. Thereafter, there was no progress or further investigation made by the appellants herein. While the matter stood thus, the respondent herein sent a notice on 12.4.2003 stating that without the consent and knowledge of the respondent, the shares held by