2019 (8) TMI 1750 - AT - Companies Law

Transfer of title of shares - HELD THAT - The 4th and 5th Respondents to transfer the title of all the shares to any party without affecting the business of Appellant- Triveni Turbine Limited and the 1st Respondent Company- GE Triveni Limited and should not affect all the five agreements entered into between parties as referred to in their undertaking before the Tribunal. The necessary data for running the business of 1st Respondent Company- GE Triveni Limited , if required to be provided pursuant to the aforesaid five agreements, be provided by concerned Respondents to the 1st Respondent Company- GE Triveni Limited , if available. All transactions of shares if made shall be subject to the decision of these appeals. Post both the appeals for admission (after notice) on 25th September, 2019 on the top of the list.

Summary

Issues:
1. Notice issuance to respondents in both appeals.
2. Undertaking given by respondents before the National Company Law Tribunal.
3. Request to not allow the interim order.
4. Impact of continuing or vacating the interim order on the business.
5. Decision on transferring shares without affecting the business.
6. Provision of necessary data for running the business.
7. Continuation of obligations of the respondents.

Analysis:
1. The judgment begins with the issuance of notice to the respondents in both appeals. The respondents are required to file a reply affidavit within 10 days, with a provision for rejoinder if necessary. Further, notice is to be issued to the remaining respondents by speed-post, with a deadline for filing requisite documents and process fee.

2. The judgment discusses an undertaking given by the respondents before the National Company Law Tribunal, Bengaluru Bench. The undertaking includes specific provisions regarding the transfer of shares and the enforceability of agreements between the parties. The respondents request not to allow the interim order passed by the Tribunal on 12th June, 2019, which has been vacated by an impugned order.

3. The court considers the impact of continuing or vacating the interim order on the business of the appellant and the 1st respondent company. The appellant argues that the interim order should be allowed to continue as its discontinuation may affect their business operations.

4. After hearing arguments from both sides, the court allows the 4th and 5th respondents to transfer the title of shares to any party without adversely affecting the businesses of the appellant and the 1st respondent company. This decision is made to ensure that the agreements entered into between the parties remain enforceable.

5. Additionally, the judgment addresses the provision of necessary data for running the business of the 1st respondent company, emphasizing that all share transactions shall be subject to the decision of the appeals. The obligations of the 4th and 5th respondents as of 12th June, 2019, are also directed to continue until the next date.

6. Finally, the court schedules both appeals for admission on 25th September, 2019, at the top of the list, indicating the next procedural step in the legal process.