Law: Companies Act, 2017

Section: 126(1)(b)

Companies Act, 2017 (XIX of 2017)-- -----S. 126(1)(b)--Rectification of register of share--Agreement selling of share-holding of shares--Entring new of petitioner in register of members--Unnecessary delay--Transfer of shareholding--Fraud & misrepresentation--Establishment of company bench--Special civil jurisdiction--Section 126(1)(a) of “Act” provides a right to make an application before Court for purposes of rectification of register of members or register of debenture holders of a company in a case where name of a person “fraudulently” or “without sufficient cause” was entered in or omitted from said registers--Petitioners had attached partnership agreement (page 45 of petition) showing transfer of 12 kanals land shamlat by Respondent No. 2 in favour of Petitioners Nos. 2 and 3 yet perusal of record revealed that it merely speaks about transfer of alleged land but not about mode and manner of transferring of share regardless of fact that multiple civil litigation was pending before Court of competent jurisdiction--Process for transfer of shares as per Section 76 must be complied with i.e. a notice must be issued to Board of Directors by prospective selling member indicating an intention to sell shares, Board of Directors upon such a requisition should offer shares to all shareholders in proportion to their existing shareholding, upon acceptance by shareholders of offer so made a duly recognized instrument of transfer shall be executed between parties-- Cause of action to invoke provisions of section 126 of “Act” arises only when fact of any member having ceased to be a member was brought before company or its board and there is default or delay in taking decision--Petitioners failed to furnish any evidence that they approached Board of Directors of company seeking removal--Petitioners had failed to prove themselves to be members, debenture-holders or shareholders of “Company” thus, without fulfilling requirements of Section 126(1)(b) of “Act”--Petition dismissed. [Pp. 1030, 1034, 1035, 1039] A, B, C, D & E Mr. Sultan Mazhar Sher, ASC with Syed Asad Haider, Advocate for…