The authenticity of share transfer documents, with discrepancies in dates and omissions, undermines the request for rectification of the Register of Members under the Companies Act.

ORDER

1. This Company Appeal has been filed under Section 59 , read with Section 88 of the Companies Act, 2013 , by M/s. Nuventure Connect Private Limited (Appellant/Company), seeking the following reliefs:

i. Order rectification of the Register of Members of the Appellant Company, Nuventure Connect Private Limited, by recording the name of Ms. Thankam Ancheri Rappai as the lawful holder of 3,000 (Three Thousand) equity shares of Rs. 10/- each, originally held by Mr. Tinu Pulinthara Cleatus, transferred pursuant to a duly executed Share Transfer Deed dated 30th April 2019;

ii. Direct the Registrar of Companies, Kerala, to take on record such rectification in the Register of Members, if necessary, based on this Tribunal's order;

iii. Declare that the omission of the name of Ms. Thankam Ancheri Rappai from the Register of Members was without sufficient cause and arose out of a bona fide, inadvertent oversight;

2. The averments made by the Appellant are summarized as under:

i. The main objects for which the Appellant Company was incorporated, as given in Clause 3(a) of its Memorandum of Association, are as under:

“To carry on the business to provide, develop, design, structure, establish, maintain, market, buy, sell, promote, consult, train, outsource, service in Internet and Intranet website applications solutions, design and development of games, software, animated movies, multimedia services, websites, logos, web and mobile applications, search engine optimization, cloud computing, e- commerce, value added products, Enterprise Resource Planning, data processing, data management and all other related business applications including Information Technology services, and to provide hardware solutions and services in India and abroad.”

ii. The present authorised share capital of the Appellant Company is Rs.10,00,000 (Rupees Ten Lakhs only), divided into 1,00,000 (One Lakh) equity shares of Rs. 10/- (Rupees Ten) each. The issued and paid-up share capital is Rs. 1,00,000 (Rupees One Lakh only), divided into 10,000 (Ten Thousand) equity shares of Rs. 10/- (Rupees Ten) each.

iii. The Appellant Company was promoted by Tinu Pulinthara Cleatus and Pulinthara Xavier John, who subscribed to 9,900 (Nine Thousand Nine Hundred) and 100 (One Hundred) equity shares, respectively, of Rs. 10/- each. As per Clause 58 of the Articles of Association of the Appellant Company, the promoters were designated as the first directors, and Tinu Pulinthara Cleatus was designated as the Managing Director.

iv. Thereafter, on 30th April 2019, 3,000 (Three Thousand) equity - each held by Mr. Tinu Pulinthara Cleatus were duly transferred to Ms. Thankam Ancheri Rappai pursuant to a validly shares of ₹10/executed Share Transfer Deed. The said transfer was considered and approved by the Board of Directors of the Appellant Company through a resolution passed by circulation on the same date, in accordance with Section 175 of the Companies Act, 2013 . Pursuant thereto, a duly endorsed share certificate was issued in favour of the transferee.

v. However, due to an inadvertent and bona fide lapse in administrative procedure, the resolution passed by circulation on 30th April 2019 was not formally ratified at the next meeting of the Board. Consequently, the name of Ms. Thankam Ancheri Rappai, the lawful transferee, was erroneously omitted from the Register of Members, despite the share transfer having been validly executed and duly approved in accordance with law vi. In accordance with the provisions of the Companies Act, 2013 , a transferee is not deemed to be a member of a company until his or her name is duly entered in the Register of Members. Due to the inadvertent omission to record the name of Ms. Thankam Ancheri