• Filing petition for delay/ non reply on transmission of share

My wife applied for transmission of shares- small pvt ltd co.-death of father in law-Director--intestate-plain application -copy of pan card -specimen sign & death certificate..
Missing - share certificate-succession certificate.
No reply from mgmt- intentionally as Brothers are other directors..
just before 2 months...again intimated management and requested other formalities if reqd for
transmission process and original share certificate available with other heirs...
Around 3 and half months passed from first application and one and half from second intimation...still no reply ... reply from CS in practice they do just efiling on MCA as per direction of management..
Can I file petition with NCLT now (sec 58)...As she doesnt consider No reply as refusal..her expectation was they will guide her for proper procedure...indemnity bond etc...or otherwise...And she knows her application has shortcomings...
Or Can application now be filed u/s 166 or 397-398 ( non perf of duties by directors...self interest / oppression mismgmnt ) Kindly guide her.
Asked 7 years ago in Business Law

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5 Answers

under section 56(4) of companies act 2013 company was required to carry out transmission of shares within period of one month of receipt of application

2) Time Limit for Refusal of registration of Transmission:Provisions related to Refusal of registration and appeal against refusal is given in Section 58 of the Companies Act, 2013.Power of refusal to register transmission of shares is to be exercised by the company within thirty (30) days from the date on which the intimation of transmission is delivered to the company.

3) . Time Limit for appeal against refusal to register Transmission by Private Company:As per section 58(3), the person who gave intimation of the transmission by operation of law,may appeal to the Tribunal against the refusal within a period of thirty (30) days from the date of receipt of the notice from the Company or in case no notice has been sent by the company, within a period of sixty (60) days from the date on which the intimation of transmission was delivered to the company.

4) you should file appeal before the Tribunal as company has failed to reply to application for transmission of shares

Ajay Sethi
Advocate, Mumbai
95203 Answers
7607 Consultations

5.0 on 5.0

1. Please note that the dispute is with regard to transmission of shares which the legal heirs of the shareholder has legal right to step into the shoes of their predecessor in interest.

2.However the legal heirs do not have legal right to become Director in the company.

3. If the shares are not transposed/transmitted in their name they can file case under section 111 of Companies Act, 1956 and corresponding to Section 58 of Companies Act, 2013 in NCLT.

Devajyoti Barman
Advocate, Kolkata
22920 Answers
498 Consultations

5.0 on 5.0

If a private company limited by shares refuses, whether in pursuance of any power of the company under its articles or otherwise to register the transfer of or the transmission by the operation of law for the right to, any securities or interest of a member in the company, it shall within a period of 30 days from the date of which the instrument of transfer, or the intimation of such transmission, as the case may be, was delivered to the company, send notice of refusal to the transferor and to the transferee or to the person giving intimation of such transmission , as the case may be, giving reasons for such refusal.

The transferee may appeal to the Tribunal within 30 days from the date of receipt of notice or in case no notice has been sent by the company, within a period of sixty days from the date on which the instrument , or the intimation of the transmission, as the case may be, was delivered to the company.

The relief is with an appeal before the Tribunal who may, after hearing the same may dismiss or pass an order as per provisions of Section 58(5) of the Companies Act which is reproduced below:

The Tribunal, while dealing with an appeal made under sub-section (3) or subsection (4), may, after hearing the parties, either dismiss the appeal, or by order—

a. direct that the transfer or transmission shall be registered by the company and the company shall comply with such order within a period of ten days of the receipt of the order; or

b. direct rectification of the register and also direct the company to pay damages, if any, sustained by any party aggrieved.

6. If a person contravenes the order of the Tribunal under this section, he shall be punishable with imprisonment for a term which shall not be less than one year but which may extend to three years and with fine which shall not be less than one lakh rupees but which may extend to five lakhs.

T Kalaiselvan
Advocate, Vellore
85404 Answers
2236 Consultations

5.0 on 5.0

1) court would direct brother to file probate of father will if you dispute the genuineness of the will . oppose grant of probate it would be convetted into testamentary suit

2) if you feel will is forged file police complaint of foregery against brother . enclose hand writing expert opinion

3) NCLT would direct you to take appropriate legal proceedings .

4) file partition suit to claim share in property . both suits would be clubbed together

Ajay Sethi
Advocate, Mumbai
95203 Answers
7607 Consultations

5.0 on 5.0

Whenever there is a dispute then the reliability of the so called unregistered will shall be under cloud and suspicion. You can very well object the production of Will before the court stating that this is a fake document and it can be relied only when it is probated by the court competent, after that the burden of probating or proving the will shall be on the person who relies on it.

If your objection to accept the Will is strong enough and even then the NCLT is admitting the same as evidence, you may prefer an appeal on that decision and obtain stay of the proceedings in that aspect from the appellate authority or from a civil court.

T Kalaiselvan
Advocate, Vellore
85404 Answers
2236 Consultations

5.0 on 5.0

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