ORDER
K.K. Balu, Vice-Chairman
1. This company application is filed under Section 5 of the Limitation Act, 1963, for condonation of delay of 1,884 days in making necessary petition under Section 111A of the Companies Act, 1956 (“the Act”) before the Company Law Board to direct M/s. Dr. Reddy’s Laboratories Ltd. (“the company”) to register the transfer of 100 shares comprised in share certificate Nos. 283 and 284 with distinctive Nos. 559001 to 559050 and 559051 to 559100, respectively, in favour of the applicants, for the reasons set out therein, in support of which Shri L. Palanimuthu, learned Counsel submitted that on submission of the original share certificates together with the transfer forms to the company for effecting the transfer in favour of the applicants, the company had returned the transfer forms in February, 2002, without any proper justification. The applicants filed a civil suit before the District Munsif Court, Thanjavur, challenging the company’s action, as advised in the matter. However, the plaint was returned by the civil court for approaching the competent forum under the Act. By this process, there was a delay of 1,884 days in approaching the Company Law Board. The delay is neither wilful nor wanton but due to the reasons stated here above by the applicants.
2. Shri B. Ravi, learned authorised representative, opposed the prayer of the applicants on the ground that the application suffers from lack of details. The transfer documents have been returned by the company as early as in early 2002, but the applicants approached the civil court only in the year 2006 after a delay of four years and eight months and there is no explanation from them for this inordinate delay. The applicants further failed to apply before the Company Law Board within the period stipulated by the civil court or produce copy of the order of the civil court for which no sufficient reasons are furnished by the applicants. The applicants are careless and the delay of 1,884 days is wilful. The Company Law Board will not go in aid of the applicants, who are negligent in enforcing their rights, which are to be declined, putting an end to the harassment meted out to the company.
3. I have heard the arguments advanced for the parties. The short issue before me is whether the applicants have shown sufficient cause for condoning the delay of 1,884 days in making the application under Section 111 A before the Company Law Board to direct the company to register the transfer of shares in respect of the impugned shares in favour of the applicants. The present application seeking condonation of the inordinate delay reads thus:
The first respondent-company returned the transfer forms by order dated February 12, 2002 and subsequent thereto, I sent registered notice to the second and third respondents and only thereafter I was advised to file a suit before the civil court praying for a declaration that the order is bad and illegal. However, the said suit was returned by the learned District Munsif, Thanjavur, directing to approach the appropriate authority under the provisions of the Companies Act within a month. On taking of the return, immediately I contacted my counsel and I was advised to approach the Company Law Board at Chennai. Immediately, I contacted a counsel at Chennai, and filed the above petition on April 11, 2007. In this course, a delay of 1,884 days had occurred in filing the above petition. The delay was neither wilful nor wanton but only due to the aforesaid reasons.
4. The facts in brief are that when the applicants on acquiring the shares in question lodged the share certificates along with the instruments of transfer with the company, the latter returned the transfer documents on February 12, 2002, to the applicants intimating the refusal to register the transfer of shares in their names on the premise that the signature of the second respondent, namely, one of the transferors, differed in mode from the specimen signature recorded with the company. The applicants instead of approaching the Company Law Board for appropriate remedial action under Section 111 A of the Act, filed a civil suit on the file of the court of the District Munsif, Thanjavur, in October, 2006, for a declaration that the impugned shares have been validly transferred by virtue of the share transfer forms dated December 3, 2001, in favour of the applicants and for consequential reliefs. The company admittedly intimated the refusal to register the transfer of shares in favour of the applicants as early as on February 12, 2002, whereas the civil suit was filed only in October, 2006, after a delay of four years and eight months. No reason whatsoever has been stated either in the civil court proceedings or in the present proceedings by the applicants for belatedly approaching the civil court to claim reliefs in respect of the impugned shares. The legal notice caused as late as on September 21, 2006, by the applicants on refusal of the company to register the transfer of shares does not also give any reason for not enforcing their rights in respect of the impugned shares all these years. The applicants claim that the civil court returned the plaint directing them to approach the appropriate authority under the provisions of the Act, within a month. But there is no copy of any such order passed by the court of the District Munsif, Thanjavur, and the applicants have not even furnished the suit number sustaining the action initiated by them, but at the same time, the applicants have made an application, under Section 111A of the Act, only on April 11, 2007, which ultimately resulted in a delay of 1,884 days, from the date of communicating the refusal by the company to register the transfer of impugned shares in the name of the applicants. The application is as vague as could be, disclosing the callous approach and attitude of the applicants in enforcement of their rights diligently, in the facts of the present case, I do not see any “sufficient cause” as envisaged in Section 5 of the Limitation Act, even after liberal consideration to advance substantial justice, as propounded by the Supreme Court in a number of decisions and therefore I am not inclined to entertain the application seeking condonation of delay of 1,884 days on the part of the applicants.
5. Accordingly, the application is dismissed. No order as to costs.