The limitation period for filing an appeal under Section 59 of the Companies Act begins when the right to apply accrues, and failure to file within this period results in the appeal being time-barred.

JUDGMENT

The present Petition/Appeal is filed by Mr. Rajesh Kumar Soni, (hereinafter referred to as the “Petitioner” or “Appellant”) against M/s Mahajan Steels and Wires Private Limited (hereinafter referred to as the “Respondent No.1 Company”), Narinder Nath Mahajan (hereinafter referred to as the “Respondent No.2”), Dinesh Mahajan (hereinafter referred to as the “Respondent No.3”), Smt. Rita Soni (hereinafter referred to as the “Respondent No.4”) and Umesh Mahajan (hereinafter referred to as the “Respondent No.5”) and collectively referred to as the “Respondents” under Section 59 of the Companies Act, 2013 (hereinafter referred to as the “Act”) read with Rule 70 of the National Company Law Tribunal Rules, 2016 (hereinafter referred to as the “Rules”) with a prayer to: (i) Direct Respondent No.1 to rectify the Register of Members by maintaining the same Register of Members as existed before 23.05.2015, the date on which the name of the Petitioner was removed without there being sufficient cause and cancel the transfers made on 23.05.2015; (ii) Set aside the Board Resolution dated 23.05.2015 passed by the Board of Directors of the Company to register the transfer of shares in the name of Respondent Nos. 2 to 5 and direct them to return the shares certificates in respect of 51000 equity shares owned by the Petitioner.

2. The facts averred in the Appeal are as follows:

i. Respondent No.1 Company was incorporated on 15.04.2009 in the name of M/s Mahajan Engineering Works Private Limited as a Private Limited Company promoted by Sh. Ravinder Nath Mahajan, Sh. Narinder Nath Mahajan and Sh. Rajinder Nath Mahajan (hereinafter collectively referred to as the “Promoters”), all sons of Sh. Tritok Nath Mahajan, all residents of 7-R, Industrial Area B, Ludhiana and the subscribers to the Memorandum of Association, each having subscribed to 5000 fully paid equity shares of face value of Rs.10/- each. A copy of the Memorandum and Articles of Association and Certificate of Incorporation pursuant to change of name is attached as Annexure A-2 and Annexure A-3, respectively.

ii. The aforesaid promoters were also the first directors of the company as per the Articles of Association registered with the Registrar of Companies at the time of its incorporation.

iii. Subsequent to the formation of the Respondent No.1 Company, the Promoters contacted the Petitioner and induced him to invest in 50% of the post issue paid up equity share capital of the Respondent No.1 Company and also promised him to induce him as a Director in the Respondent No.1 Company.

iv. Accordingly, in a meeting of the Board of Directors of the Respondent No.1 Company held on 20.05.2009, the Respondent No.1 Company allotted 12000 fully paid equity shares to each of the Promoters (collectively held 51000 equity shares being 50% of the paid-up share capital) and 51000 fully paid equity shares to the Petitioner. A copy of the Resolution dated 20.05.2019 is attached as Annexure A-4.

v. The aforesaid 51000 fully paid equity shares were allotted to the Petitioner at Folio No.4 of the Register of members of the Respondent No.1 Company having distinctive numbers 51001 to 102000 comprised in share certificate numbers 13 to 23 out of which share certificate no.13 to 22 were for 5000 equity shares each and share certificate No.23 was for 1000 equity shares of face value of Rs.10/- each. Form 2 regarding allotment of shares was accordingly filed with the Registrar of Companies for allotment of 87000 fully paid-up equity shares of Rs.10/- each and the allotment money in full and final was duly deposited in the Respondent No.1 Company.

vi. The Respondent No.1 Company issued the share certificates in respect of the 51000 equity shares in the name of the Petitioner but were