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Judgment
CP No. 86 of 2020 is filed by B.V. Suresh Kumar, U/s 59 of the Companies Act, 2013 by inter alia seeking Main and Interim reliefs viz. to set-aside the impugned forfeiture of 22,850 equity shares of Rs. 10/- each fully paid up belonging to the Petitioner by the Respondent; to restore the name of the Petitioner as the lawful owner of those shares in the Register of Members of the Company; as inter relief to direct the Respondents as not to reissue the impugned equity shares till disposal of the main Company Petition.
Heard Mr. A. Murali, Learned Counsel for the Petitioner through Video Conference. We have carefully perused the pleadings of the Petitioner and the extant provisions of the Companies Act, 2013, and the Rules made thereunder and the Law on the issue.
Mr. A. Murali, the Learned Counsel for the Petitioner, has interalia submitted that the Petitioner was the first Director and subscriber to the Memorandum of Association of the Company by subscribing 10 shares. In addition, he was allotted 22,840 equity shares. Therefore, the Petitioner is holding total 22,850 equity shares of the Company, constituting 5% of the paid-up share capital. After lapse of more than 17 years, the Respondents have made various efforts by offering Buy Back of Shares and when the Petitioner did not agree for the terms of transfer, the Respondent issued Demand cum Forfeiture Notice dated 15.01.2020 to pay a sum of Rs. 43.2 lakhs representing the alleged un-paid call money in respect of the 22,850 equity shares along with interest computed at the rate of 18% per annum on or before 30.01.2020. Even though the Petitioner has sent replies opposing the action of the Respondent, the Respondent has arbitrarily forfeited the above shares and communicated same by impugned letter dated 01.02.2020, and further threatening to initiate Police Complaint and also to initiate disciplinary proceedings against the Chartered Accountant of the Petitioner. Therefore, he has asserted that there is prima facie case made out by the Petitioner to pass interim order as prayed for.
As stated supra, the Petitioner is the first Director of the Company by holding 22,850 total shares. A shareholder cannot be removed forcefully from the Register of Members of a Company, that too contrary to law. When the Petitioner is not inclined to transfer his shares, the Respondents cannot force him to sell his shares, and forfeit his shares, if he resist the actions of Respondents. Therefore, the Petitioner has made out prima facie case entitling him to grant ad-interim order as prayed for, pending reply from the Respondents, after ordering notice to them. Therefore, we are inclined to pass the Interim Order as prayed for.
Hence, the following ad- Interim Order is passed:
(1) The Respondents are directed not to re-issue the impugned equity shares of 22,850 of Petitioner until further orders.
(2) The Respondents are granted liberty to file their Reply/Replies to this Interim Order as well main company Petition well before the next date of hearing.
(3) The Petitioner is permitted to take notice to the Respondents, through authorized email and also authorized to communicate a copy of this order to them.
(4) The Registry is directed to communicate this order to the Respondents, through email.
(5) Post the case on 30.07.2020.