ORDER
K.K. Balu, Vice-Chairman
1. This application is filed to condone the delay in filing the company petition under Section 111A of the Companies Act, 1956 (“the Act”) seeking directions against M/s Mangalore Refinery and Petrochemicals Limited (“the Company”) and M/s Birla Consultancy and Software Services, now taken over by M/s. MCS Limited (“the Registrar & Transfer Agent”) to rectify the register of members of the Company, by substituting the name of the petitioner, in respect of 1000 shares of Rs. 10/- each of the Company covered under share certificate nos.2186862, 2234302, 2273174, 616314, 552530, 192243, 183463, 183462, 266203 and 2257840 for the reasons set out therein.
2. According to the applicant, he has purchased the impugned shares on 14.11.1994 through M/s S.S. Investments, Bombay for a sum of Rs. 66,150/- and forwarded on 27.12.1994, the share certificates along with duly executed transfer deeds to the Company for effecting the transfer in his favour, which was followed up by his communications dated 04.10.1995 and 02.11.1995, apart from complaining before the second respondent and Securities and Exchange Board of India (SEBI). Though SEBI had taken up the matter with the Company and the second respondent reported in its communication dated 31.01.1996 that third parties had already lodged the impugned shares with it and that it has noted the stop transfer in its records, yet the applicant’s grievance remains unresolved. The applicant has been waiting for suitable action from SEBI and the second respondent for all these years. The transfer of shares purchased by the applicant in favour of third parties according to him has been brought out by fraud and such transfer is null and void. In these circumstances, the applicant seeks to condone the delay in approaching the Company Law Board, after the period of limitation, for rectification of register of members of the Company.
3. According to the respondents, the share certificates were purportedly sent on 27.12.1994 for transfer, but the applicant failed to pursue the matter with the respondents, save the correspondence exchanged in November. 1995. Hence, the present company petition filed in July, 2005 is clearly barred by time.
4. I have considered the matter in entirety. It is on record that the applicant by his communication dated 04.10.1995 had requested the respondents to arrange sending duly transferred share certificates already forwarded on 27.12.1994 to the Company and further reminded them for taking expeditious action to effect the transfer in terms of his communications dated 02.11.1995. The second respondent in his communication dated 31.01.1996 categorically reported that one Jinendra Kumar Jain already forwarded the impugned shares to effect transfer in his favour and in view of the counter claim, it noted the stop transfer instruction in its records. This is as early as on 31.01.1996. SEBI, in response to the complaint made by the petitioner, advised him on 09.11.1995 that it had taken up the matter with the Company. There is absolutely no other material to show that the petitioner has been diligent enough to enforce his claim for rectification of the register of members, through a competent forum, including the CLB, within the time prescribed in the statute. The cause of action arose in December, 1994, but the petitioner approached the CLB after a delay of more than 10 years seeking to rectify the register of members of the Company. The applicant is quite aware that the impugned shares stood transferred as early as in January, 1996 in favour of third parties, which he describes as an act of fraud played on him. Nevertheless, the claim for rectification of the register of members has not been enforced, till July, 2005 before the CLB. The applicant’s plea of ignorance of law or his seeking shelter under the correspondence exchanged with the petitioner and SEBI would in no way constitute sufficient cause to condone the inordinate delay of more than ten years. No amount of liberal approach in this matter by the Bench would go to the applicant’s aid and, therefore, his prayer for condonation of delay does not merit any consideration, more so, in the light of intervention of third party rights. Accordingly, the application filed after a lapse of more than a decade is dismissed, thereby, the company petition stands rejected, without going into its merits