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(8) The provisions of sub-sections (4) to (7) shall apply in relation to the rectification of the register of debenture holders as they apply in relation to the rectification of the register of members.

(9) If default is made in giving effect to the orders of the Company Law Board under this section, the company and every officer of the company who is in default shall be punishable with fine which may extend to ten thousand rupees, and with a further fine which may extend to one thousand rupees for every day after the first day after which the default continues.

48. In these circumstances, it is difficult to see how it could ever have been said that Ponds had become a member or shareholder of Advansys. In order to be a member and shareholder and one holding alleged 7.5 lakh shares, those shares would have had first to have been issued to Ponds, making Ponds a member of Advansys. Absent any such share issue, no rectification of the register of members could have been permitted. If, as it does indeed appear in the present case, all that Ponds could at highest lay claim to, was an agreement for purchase of shares (and even this is extremely doubtful and not established), Ponds would nonetheless first have to file a civil suit for specific performance of such an agreement. It could not bundle that claim for specific performance with an application for rectification of the register. The suit for specific performance was a necessary precursor to a rectification application.

"27. In other words, in order to qualify for rectification, every procedure as prescribed under the Companies Act before recording the name in the Register of the company has to be stated to have been complied with by the applicant at least that part as required by the Act and assertion of what has not been complied with under the Act and the Rules by the person or authority of the respondent- Company before the applicant claims for the rectification of such Register . The court has to examine on the facts of each case whether an application is for rectification or something else. So field or peripheral jurisdiction of the court under it would be what comes under rectification, not projected claims under the garb of rectification .

205. In the instant case, the application for rectification proceeds on the basis that the acquisition of shares by defendants No. 3 and 4 were illegal and void being in breach of the mandatory provisions of the SEBI Regulations of 1994. This was not a case where rectification was sought on the ground that the application for transfer was not properly made or duly stamped or that the name of the transferor did not appear in the share register or that any other formality had not been complied with, but on the ground that defendants No. 3 and 4 had acquired no title to the shares in view of the breach of the 1994 Regulations. In a case of this nature, the Court exercising jurisdiction under section 155 of the Companies Act will have to decide many important and complicated questions of law and fact. It will have to consider whether there was in fact a breach of the Regulations which would involve questions relating to interpretation of SEBI Act and the Regulations, the meaning of the word "acquirer", the meaning and import of "acting in concert, and appreciation of facts to reach a conclusion as to whether the defendants were really acting in concert, a decision on the question as to whether in the facts and circumstances, the defendants acquired any title to the shares at all, and a host of other questions which have been raised in the suit. We are of the view that these questions cannot be decided in exercise of summary jurisdiction. The rectification of the register could be ordered only after answering all these questions and, therefore, having regard to the ratio in Ammonia Supplies Corporation Pvt Ltd., these are questions which did not fall within the "peripheral field of rectification" but raised complicated questions of law and fact, and questions of title, which could appropriately be 41 of 62 CA14-2014-F.DOC decided only by a Court of competent jurisdiction. They cannot, therefore, be considered to be questions raised within the peripheral field of rectification contemplated by section 155 of the Companies Act."