Judgment :- Shyulendra Kumar J., This is an appeal under section 10-F of the Companies Act, 1956 [for short the Act] by persons, one amongst whom incidentally happens to be a director of the company, whose share transfer register was sought to be rectified, who had sought for rectification in the register of members of the company by invoking the provisions of Section 111 of the Act, but who failed before the Company Law Board as per the order impugned in this appeal. 2. The appellants are the petitioners in Company Petition No 494 of 2008 before the Company Law Board, Additional Principal Bench at Chennai, who had invoked the rectification jurisdiction on the premise that the register showing the names of the members of the first respondent company was flawed and was not in accordance with law; that a good number of shares i.e. as many as 4,55,000 shares which had been held by an erstwhile member by name Maruthi L Shanbhag had been transferred in favour of the respondents 2 and 4 on 18-7-2008 at the instance of these respondents, on the basis of the share transfer forms said to have been signed by the erstwhile owner of the shares on 12-2-2005, whereas the said Maruthi L Shanbhag had in fact expired on 20-2-2005. 3. The company petitioners have sought for rectification of the register, on the premise that transfer of ownership of shares, almost more than three years after the demise of the erstwhile owner of the shares is not valid in law; that the share transfer forms become invalid on the death of the person; that in fact the ownership in shares still in the names of legal heirs after the demise of the person and the persons who got shares are neither owners nor derives title in the shares transferred and therefore the register should be necessarily corrected, even in Section 111(4) jurisdiction. 4. 4. The appellants, who were the petitioners in the company petition, claim that they had ownership of the requisite number of shares being members of the first respondent company and are entitled to maintain a petition under Section 111 of the Act, but the Company Law Board on an erroneous understanding of the facts and the law and being of the opinion that the ownership in the shares had changed hands from the erstwhile owner to the present stakeholders even prior to the death of the person and therefore no rectification was warranted; that such a conclusion, in terms of the impugned order, is not tenable in law and, therefore, the present appeal to get over the order. 5. Appearing for the appellants, Sri C M Poonacha, learned counsel, would vehemently urge that a question of this nature can very much constitute a subject matter for examination of the correctness or otherwise of the register disclosing the names of the members of the company; that the Company Law Board instead of examining the petition in its proper perspective, had embarked upon to opine that the ownership in the shares had already stood transferred prior to the death of the erstwhile owner; that such a conclusion is not warranted in law and therefore the appeal merits examination by this court in exercise of appellate jurisdiction under Section 10-F of the Act. 6. It is also submitted by the learned counsel for the appellants that Article 6A of the articles of association of the company enjoins that an existing member of the company to offer his/her shareholding to other members, if he/she intends to sell or transfer his/her shares and it is only when the existing members do not evince any interest to purchase, it can be sold to an outsider, that the erstwhile owner of 4,55,000 shares never offered his holding for purchase by the existing other shareholders of the company and therefore also the transfer in favour of the respondents 2 and 4, in violation of this the articles of association of the company, is not a valid transfer and on such premise the register was required to be rectified to delete the names of respondents from the register showing the members of the company and in their place substitute the names of legal heirs of the deceased transferor as rightful owners of the shares etc. 7. 7. Notices had been issued at the admission stage to the respondents and some of the respondents are served and represented. The transferees-present owners of the shares – i.e. respondents 2 is represented by Sri Vivekananda and respondents 4 and 5 are represented by Sri Madhukar Deshpande, learned counsel. While the first respondent-company as also the sixth respondent-legal heir of the erstwhile owner-re not represented by any counsel. 8. Submission of Sri Vivekananda, learned counsel for the second respondent is that the Company Law Board is very correct in opining that the ownership in the shares had stood transferred even before the demise of the transferor; that by operation of law, the moment the share forms were signed by the transferor after receiving due consideration from the transferee and scripts were also delivered, the ownership gets transferred and therefore the very premise is not tenable and the Company Law Board has only recognized this position and absolutely there is no need to interfere with the impugned order in this appeal. 9. It is also submitted that with regard to the question of preemptive rights of the members being affected, Sri Vivekanand would submit that if at all any one had such right, it is only the first appellant, who, as a member of the company at the time when the shares were transferred, but the first appellant, who was first petitioner before the Company Law Board, had not taken any steps independent of filing the present rectification petition before the Company Law Board for enforcing his right of preemption; that on the other hand, the first appellant being part of the management of the first respondent-company, was virtually a party to the transfer of shares from the erstwhile owner in favour of respondents 2 and 4 and having been a party to the very decision of the company to effect the transfer, cannot turn around now to contend the contrary that a preemptive right of an existing member of the company is violated or affected by the transfer. 10. 10. Now, Sri Poonacha, learned counsel for the appellants, would join issued on this aspect contending that mere fact that the first appellant had acted as part of the management to transfer the shares in the year 2008 does not necessarily mean that his rights, as a shareholder, more so a preemptive right for acquiring shares in the first instance vis-à-vis an outsider, is not in any way affected, that right the Company Law Board has failed to recognize on other consideration and therefore the order of the Company Law Board, nevertheless, merits examination on the opinion that the ownership had validly transferred in favour of the respondents 2 and 4, even prior to the death of the erstwhile owner. 11. While this question need not be further examined for the simple reason that the first appellant being a party to the decision to transfer shares, in the sense, for change in the register the name of the erstwhile owner to substitute the names of respondents 2 and 4, on the basis of the transfer forms lodged by the respondents 2 and 4, is definitely estopped from contending to the contrary even assuming that at the time of such a decision, preemptive rights of the members of the company was not in issued, for the simple reason that the first appellant even while acting as a member of the board and as part of the management, had failed to protect the interest of the shareholders of the company, in the sense, to keep alive their right of preemption as against a third party non-member, who seeks for transfer of some of the shares to his name, nevertheless, to act on behalf of the management in not protecting the interest of members, assuming that to be so for argument’s sake, cannot be utilized for furthering the interest of the first appellant in his capacity as a shareholder, as it is well accepted principle of law that no person can take advantage of his own fault or folly and at any rate to the detriment of a third party. 12. 12. While the argument of the ownership in the shares not passing to the transferees because of the death of the erstwhile owner, even before the company had recognized the transfer, is not one which perhaps comes within the jurisdiction of the Company Law Board, though Sri Poonacha would submit to the contrary and drawing sustenance for his submission from a Full Bench decision of the Delhi High Court in the case of Ammonia Supplies Corporation Private Ltd Vs Modern Plastic Containers Pvt Ltd [(1994) 79 COMPANY CASES 163], we are of the opinion that while the said decision does not necessarily advance the case of the appellants in the present appeal, s the said decision is clearly distinguishable on the facts of the present case, particularly that the shareholder who seeks to agitate his right as preemptive right in the present case incidentally happens also to be a director of the very company and who is a party to the decision to transfer the shares, overlooking the right of preemption of the existing members of the company, the question of correctness or legality of the respondents 2 and 4 acquiring ownership to shares can be examined only before a civil court that too only at the instance of the competitors and not at the instance of a third party like the first appellant herein, though the first appellant is a member of the first respondent company. 13. There is a great distinction between the first appellant being a member of the company and having locus to maintain a petition for rectification within the scope of Section 11 of the Act and the first appellant being entitled to challenge the legality of the claim for ownership put forth by the second and the fourth respondent, on the basis of the transfer forms sent by the erstwhile owner/member and that question could become an issued only at the instance of the legal heir of the deceased person and not at the instance of a person like the first appellant herein, who is an outsider to the question. 14. 14. It is for this reason, we opine that the petition filed by the first appellant herein along with other appellants did not merit examination before the Company La Board within the scope of a petition under Section 111 of the Act and the Company Law Board has rightly dismissed such a petition and even assuming that it had ventured in to make certain observations not really necessary, the conclusion being a proper conclusion, we are not inclined to disturb the order of the Company Law Board and accordingly this appeal is dismissed at the admission stage and as we had issued notices to the respondents and certain respondents are represented by counsel, the appeal is dismissed by levying cost of Rs. 6,000/-[Rupees six thousand only] on the appellants to be apportioned amongst the respondents 2, 4 and 5 in equal proportion.