Marpol_Pvt_Ltd_CA_143_2010 - Company Law Board Mumbai Bench

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8will which makes it a substantial shareholder in the RespondentCompany.2. It is submitted that despite entitlement of the trust to the shares ofthe Respondent Company, the shares were not transmitted to it. TheRespondent Company transmitted the shares to the 5 sons of the lateMr. Atmaram Pai Panandiker in 2004. This was patently illegal andthe transmission was done in direct contravention of the trust’s rightfulownership of shares under the will. However, the applicant trust hadno knowledge of either the transmission or the will at that time. Basedon an inquiry initiated by one of its Directors, the Board of RespondentCompany realized its inadvertent mistake and resolved to reverse theillegal transmission on 13.09.2010 in the course of its Board meetingon the said date. The respondent company subsequently sent a letterdated 14.09.2010 informing the applicant trust of the mistake made inthe transmission of shares as well as entitlement of the applicant trustto the shares. The board of the respondent company appears to havebeen deceived into illegal transmission of shares. These shares shouldhave transmitted to the applicant trust. It is pertinent to mention thatthe trust came to know of the will for the first time and its entitlementto the shares under the aforementioned will only on 14.09.2010 videthe letter of the respondent company dated 14.09.2010. Therespondent company has recognized the suppression and fraudCA No.143 of 2010 in CP 72 of 2008M/s. Marpol Pvt. Ltd.8
9involved in the instant case and that two directors have already agreedto part with the illegal transmitted shares on learning of the nature andcharacter of the transmission to them. It is imperative that therespondent company is directed to rectify its register and cancel theillegal transmission of shares which rightfully belong to the applicanttrust. The directors that are holding the illegally transmitted sharesmust be directed to return the same at the earliest. It is submitted thatthe case of the petitioner must be looked at critically to realize how theinstant suppression was material. The recent stand of the petitioner isindicative of two factions within the company where one faction is thatof Respondent No.3 and Respondent No.5, which is in majority with50.05% shares and the other faction consists of the remaining brothersand their families with the latter attempting to gain majority throughthe instant case. Thus, if the will was not suppressed the faction ofrespondent No.3 and respondent No.5 would have a clear majority asthey control the Trust and the premise of the instant petition i.e. ofillegal control would not be tenable. The instant petition deserve to bedismissed on the ground of fraud and suppression as the will wouldmaterially alter the ground realities and the petitioner would be unableto content that the faction of respondent Nos.3 and 5 were guiltyof illegal dilution to take over control of the company. The applicant isa substantial shareholder in the respondent company and holds thebalancing shares which would determine the control of the company.CA No.143 of 2010 in CP 72 of 2008M/s. Marpol Pvt. Ltd.9
Page 1 and 2: BEFORE THE COMPANY LAW BOARD,MUMABI
Page 3 and 4: 3M. L. Furtado Road, P.O. No.700,Ma
Page 5 and 6: 54 th floor, Opp. Jai Hind College,
Page 7: 7PRESENT FOR PARTIES:1. Shri Shauna
Page 11 and 12: 11belatedly by their letter dated 1
Page 13 and 14: 13The same persons viz. the respond
Page 15 and 16: 15proceedings within 3 years from t
Page 17 and 18: 17party to company petition No.72 o
Page 19 and 20: 19of the company to reflect the app
Page 21 and 22: 21Regulation 20. Plural Remedies -
Page 23 and 24: 23filing of an independent petition
Page 25: 25surmises one cannot be added to t

Marpol_Pvt_Ltd_CA_143_2010 - Company Law Board Mumbai Bench

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