1. In the Company Petition filed under sections 111A, 397/398 and 402 of the Companies Act, 1956 (‘the Act’), on account of the grievances in the affairs of M/s. Actimus Biosciences Private Limited (‘the Company’), the applicants-respondents have come forward with the present Company Application under Regulation 44 of the Company Law Board Regulations, 1991 read with section 399 of the Act, questioning the locus standi of the respondents-petitioners to maintain the company petition, pursuant to transfer of their shares in favour of the fourth applicant, in support of which Shri R. Venkatavaradhan, learned counsel submitted :

uThe respondents-petitioners have transferred their shares in January, 2008 in favour of the fourth applicant on receipt of a valuable consideration of Rs. 80 lakhs from the latter. It is evident from the communications of the petitioners sent to the Board of Directors of the Company that they have (a) sold the shares, namely, 1,30,000 shares by the first petitioner and 90,000 shares by the second petitioner in favour of the fourth applicant at Rs. 10 per share; and (b) handed over the share certificates together with the duly executed share transfer forms. They have further requested the Company to transfer the impugned shares in favour of the fourth applicant or any of its nominees.

uThe respondents-petitioners have unlawfully demanded over and above the agreed consideration of Rs. 80 lakhs from the fourth applicant in their communication dated 7-7-2008. There is no basis for the respondents-petitioners to claim any amount in excess of the mutually agreed consideration.

uBy virtue of section 82 of the Act, shares are movable properties and are transferable in the manner provided in the Articles of Association of the Company. The communications of the respondents-petitioners envisaging sale of their entire shareholding in the Company on receipt of the consideration would conclusively show that the shares have been duly transferred as per the Articles. The transfer of title takes place according to the intention of the parties and in the present case, the consideration came to be transferred by way of wire transfer to the accounts of the petitioners on 24-1-2008. Accordingly, the right, title and interest of the respondents-petitioners in the shares stood transferred on 24-1-2008 in favour of the fourth applicant and, therefore, they are estopped from contending anything contrary to the fact that they had transferred their shares and received a consideration of Rs. 80 lakhs. Even otherwise, the respondents-petitioners cannot retain the amount of Rs. 80 lakhs received towards full consideration and still contend that they are shareholders. The respondents-petitioners have ceased to be shareholders of the Company and as on the date of filing of the Company Petition, the respondents-petitioners without being shareholders, have filed the present Company Petition based on false claims. They do not meet the requirements prescribed under section 399 of the Act and, therefore, they do not have any locus standi to maintain the company petition. The Madras High Court in A.M.P. Arunachalam v. A.R. Krishnamurthy [1979] 49 Comp. Cas. 662 while considering the transfer of shares observed that "In all such matters, the guiding principle is whether the transferor, as donor or as seller, has done everything in his power to divest himself of title to his shares. So long as the substance of the transaction is demonstrative and clear and is not susceptible to any ambiguity, then the form or method (unless otherwise provided by any statute) by which the gift or transfer was made ought not to loom very large, insofar as common law is concerned, for a Court to conclude about the validity of the transfer of the title or property in the shares to the donee or the purchaser, if the divestiture of title is complete. The only fact that certain formalities have to be gone into under the provisions of the Companies Act so as to vest