JUDGEMENT
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(1.)These appeals are directed against the impugned order dated
16.03.2011 passed by the Company Law Board (CLB) whereby the
petition filed by the petitioners Devraj and Lalitya Kumari group under
Section 111 of the Companies Act seeking a rectification in the share
register of Jai Mahal Hotels Pvt. Ltd., Rambagh Place Hotels Pvt. Ltd.,
SMS Investment Corporation Pvt. Ltd. and Sawai Madhopur Lodge Pvt.
Ltd. (hereinafter referred to as the "companies?) was dismissed.
(2.)Vehement submissions have been addressed by both the parties.
(3.)On behalf of the petitioner, it is pointed out that the succession
certificate issued by a competent Court of jurisdiction on 19.02.2009
was a conclusive piece of evidence on the basis of which the petitioner
group had sought a rectification in the share register of the company;
after the death of Jagat Singh, Maharani Gayatri Devi had on 19.02.2009
withdrawn her probate petition; it had been agreed that the shareholding
of Jagat Singh would be divided equally between the three legal heirs
namely Maharani Gayatri Devi, Dev Raj and Lalitya Kumari;
succession certificates to the said effect had been issued; there were
joint succession certificates in favour of Dev Raj, Lalitya Kumari and
Maharani Gayatri Devi. The succession certificates dated 08.05.2009
are documents which are a prima-facie proof of title of the petitioners to
the shareholding of Jagat Singh. The company refusing to enter the
names of the petitioner group inspite of notice had compelled to the
petitioner to file a petition under Section 111 of the Companies Act
before the CLB. The CLB has not appreciated the controversy in the
correct perspective; the said order is liable to the set aside. Further
submission being that after the death of Maharani Gayatri Devi by virtue
of her Will (dated 10.05.2009) her legal estate including her 1/3
rd
shareholding in the respondent company has also been bequeathed
equally to Dev Raj and Lalitya Kumari. The respondent group has no
locus to challenge the Will of Maharani Gayatri Devi and the CLB
having returned a finding that because of the pendency of the aforenoted
objections to Maharani Gayatri Devi?s Will, the shareholding could not
be transferred by the company in favour of the petitioner group suffers
from another infallibility and on this second count also the order of the
CLB is liable to be set aside.
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