COMPANY LAW BOARD
S. Balasubramanian, J.
Smt. Biva Pyne -Appellant
Versus
Pyne Properties (P.) Ltd. -Respondent
C.P. No. 536(111)/ERB/2004
Decided On : 30-06-2009
Advocates Appeared:
Satyabrota Chakroborti, D. N. Roy Chowdhry, Debangshu Basak, Sudipto Sarkar,Ms. S. Bagchi, R. Banerji, S.N. Mookherjee, S. Sen, Ms. D. Dutta
ORDER
1.This is a petition filed under section 111(2)/(4) of the Companies Act, 1956 seeking for a direction to M/s Pyne Properties (P.) Ltd. to transmit 1800 equity shares in favour of the petitioner and also for rectification of the register of members for the reasons stated in the petition. Originally, only the company was impleaded as a respondent. Thereafter, the petitioner filed an application seeking for addition of respondents 2 & 3 as respondents on the ground that they are necessary parties as shares have been wrongfully transferred in their names. Accordingly, their names were added as respondents.
2.The facts of the case are : The company is a family company. The company was incorporated by one Chaitanya Charan Pyne (CC Pyne). He had five sons. The issued and paid-up shares in the company have been 4,000 equity shares. While some of the shares were held in the individual names of the father and the five sons, some of the shares were held jointly in their names. According to the petitioner, her husband -late Moti Lall Pyne - held 1800 equity shares severally and jointly. Moti Lall expired on 6.9.2002 leaving a Will. On his demise, the petitioner applied to the company for transmission of the 1800 shares in her favour. On the basis of the Will, she applied for probate and the probate court granted a letter of administration in her favour and she submitted the same also to the company. The company is yet to transmit the shares. In this background, the petitioner has filed the instant petition seeking for the reliefs as indicated in paragraph 1 ante.
3.The facts alleged in the petition are: As per the annual return filed by the company as on 29.9.1999 and also as on 30.9.2002, the husband of the petitioner was shown to hold 40 shares in his own name and in respect of 1760 shares as the first shareholder jointly with others. Her son, who is a director in the company, found out from the records of the ROC in April 2004 that except 40 shares held in the name of late Moti Lall, other 1960 shares held by him as the first shareholder had been transferred to the 2nd and 3rd respondents and also to some of the long deceased family members. Therefore, she has sought for direction to the company to transmit 1800 equity shares in her favour and also for rectification of register of members by cancelling the alleged transfer of 1760 shares.
4.The stand of the company is: At no time, Late Moti Lall held 1800 shares. Initially, the share capital of the company was 2800 shares. All the shares were held in the name of late Chaitanya Charan Pyne either in his own name or in joint names of the five sons and his wife Annapurna Dasi. Thereafter, 1120 shares were allotted to one M/s Q.M. Pyne & Company as the nominee of Chaitanya Charan Pyne and these shares were subsequently transferred to M/s Pyne & Sons. At that time, the shareholding of Moti Lall was 40 shares in his own name, 460 shares jointly with his father, 60 shares jointly with his parents, thus, the total number of shares in the name of Moti Lall was only 560 shares. This shareholding had been shown in the annual return filed in August 1949. The said pattern of shareholding had been reflected in the balance sheets of the company for a number of years. However, due to clerical errors, wrong shareholding had been indicated in the annual returns for the years 1991-92 to 2001-2002. After the demise of Moti Lall, his son, Mihir Mohan Pyne, a director took control of the registered office of the company including all the statutory records. When the annual return for 2002-2003 was due for filing, the respondent directors noticed errors in the earlier annual returns. Accordingly, in a board meeting with due notice to Mihir Mohan Pyne, held on 14.7.2003, it was resolved to correct the mistakes and accordingly an annual return reflecting the correct shareholding as exhibited at page 117 of the petition was filed with the ROC. This shareholding reflects the position as it was in 1949. As per
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