1. PQR Private Limited company is having seven shareholders i.e A,B,C,D,E,F,G.
2. Mr. A is having two sons i.e Mr. B and Mr. C
3. Mr. A held 30% shares of the company jointly with his son Mr.B
4. Mr. C is independently holding 10% shares as an individual.
5. Mr. A died in year 2008.
6. Mr. A executed his will which stated that after his death Mr. C will be owner of entire share
holding of Mr.A
7. In year 2009 Mr. C made an application to the company stating that by way of the will of Mr. A
he is the owner of the entire shareholding of Mr. A
8. Various clauses of the AOA of the company states that for share transfer company should
follow procedure of section 108 of the companies Act 1956 .
9. AOA further provides that above clause will not applicable if share transfer is preformed by
way of gift or will.
10. In year 2009 Board of directors received an application form Mr. C and all shares are
transferred to him.
11. Board meeting was called for the same.
12. Minutes of the board meeting shows that there is recording of share transfer but no attendance
sheet of board meeting is available.
13. Company is not having share transfer form with it.
14. Company entered Mr. C's name in register of members.
15. Mr. B has filed petition before CLB for rectification of register of members.
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