A continuing cause of action permits rectification claims under Section 59, despite the lapse of time, when company inaction and SEBI guidelines influence the registration of share transfers.

ORDER

1. The present Company Petition is being filed under Sections 58 and 59 of the Companies Act, 2013 , (hereinafter referred to as the “Act”) by Amrex Marketing Private Limited (hereinafter referred to as the “Applicant / Petitioner Company”) seeking directions for recording the transfer of shares, consequential rectification of the register, and deletion of the name of ICICI Venture Funds Management Company Limited (ICICI Equity Fund) (Transferor) (hereinafter referred to as “Respondent No. 3 / Proforma Respondents”) from the register of members of Shri Gang Industries & Allied Products Limited (hereinafter referred to as “Respondent No. 1”), and for recording the name of the Petitioner Company by giving effect to the Share Transfer Form executed between the Petitioner Company and the Respondents. The main reliefs sought by the Petitioner are as under:

i. Pass an order directing the Respondent No. 1 Company to record the transfer of 50,000 equity shares of the Respondent No. 1 Company of Face value in the name of the Petitioner Company held under Folio No. 41504 of Shri Gang Industries and Allied Products (erstwhile Suraj Vanaspati) in the name of Amrex Marketing Private Limited;

ii. Pass an order directing the Respondent No. 1 and Respondent No. 2 to record the name of the Petitioner Company on the new share certificates;

OR;

iii. Alternatively, pass an order directing the Respondent No. 1 and Respondent No. 2 to record the name of the Petitioner Company i.e. Amrex Marketing Private Limited on the “Letter of Confirmation”.

AND;

iv. Pass an order imposing costs on the Respondent No. 1 and 2 for harassing the Petitioner Company, a bonafide shareholder.

2. The brief facts leading to the present case are that Respondent No. 3 issued a public notice dated 16.09.2009 inviting applications for purchasing shares of different companies on a portfolio basis. In pursuance thereof, the Petitioner Company applied to purchase the shares of Respondent No. 1.

3. It is submitted that on 20.06.2010, the Petitioner Company, in response to an offer for sale of shares of Respondent No. 1 Company made by ICICI Venture Funds Management Company Limited (Respondent No. 3), on behalf of ICICI Equity Fund, acquired 50,000 shares of Respondent No. 1 Company by executing a Share Transfer Form 7-B having Registered Folio No. 41504.

4. It is further submitted that on 25.06.2010, the Petitioner Company, vide letter dated 25.06.2010, lodged the aforesaid shares for transfer by sending all documents, including the original share certificates and share transfer form, to Respondent No. 1. However, the said documents were received back as undelivered.

5. It is submitted that the Petitioner Company was informed by Respondent No. 2 (Share Transfer Agent of Respondent No. 1) that Respondent No. 1 Company was undergoing major changes in its functioning and place of business.

6. Later, in the year 2016, the Petitioner Company observed that Respondent No. 1 Company was functioning smoothly. Hence, the Petitioner Company further approached Respondent No. 1 at its previous address, vide letter dated 07.05.2016, seeking its correct address in order to bring into effect the pending transfer of shares in the name of the Petitioner Company.

7. It is further submitted that the Petitioner Company received the correct address of Respondent No. 1 Company through its Share Transfer Agent, Respondent No. 2 vide letter dated 25.05.2016. Respondent No. 2 further