2020 (2) TMI 382 - AT - Companies Law

Rectification of register of members - transfer of shares - restoration in the post of directorship of the petitioner - HELD THAT - No doubt certain share certificates carries two directors signatures excluding authorised signatory and signatures on back side transfer of shares is also signed by one authorised signatory and sometime by two authorised signatories - In any case appellant itself is telling that some of the share certificates are forged. Any member of a company can redress their relief in cases of oppression vide Chapter XVI of the Companies Act, 2013. NCLT order not to alienate the assets of the company is till further order only.

Summary

Issues Involved: Appeal against the order of National Company Law Tribunal (NCLT) regarding asset alienation and share transfer in a company.

Detailed Analysis:

1. Background and Appeal: The appellant filed an appeal under Section 421 of the Companies Act, 2013, challenging the NCLT Mumbai's order dated 22nd January 2019. The dispute arose from the respondent's request to prevent any transfer of shares and restore directorship. The NCLT granted limited reliefs, including the production of statutory records for inspection and a restriction on alienating company assets.

2. Failure to Provide Records: The respondent claimed they were not provided access to statutory records despite repeated requests. The records were eventually made available on 13th February 2019, after legal notices and letters from the appellant.

3. Allegations of Share Forgery: The appellant argued that the respondent's shares were forged, lacking proper signatures and company seals. They disputed the existence of share transfer agreements, alleging no consideration was passed and pointing out discrepancies in signatures on share certificates.

4. Directorship and Share Transfer: The appellant contended that the respondents, former directors, resigned in 2012 and did not hold qualifying shares within the stipulated time. They highlighted a complaint filed by the respondents with the Registrar of Companies (ROC) in 2016, which was later closed. The appellant suggested that the civil court should handle factual disputes, citing relevant legal precedents.

5. Respondent's Perspective: The respondent claimed they submitted a share transfer application in 2011, which was acknowledged by the company. They alleged being misled about their directorship status and coerced into signing documents. The respondent approached the Tribunal seeking redressal for fraudulent acts and continuous grievances within the limitation period.

6. Tribunal's Observations: The Tribunal reviewed documents and submissions from both parties, noting discrepancies in share certificates and the ongoing compliance with relevant sections of the Companies Act, 2013. The order to prevent asset alienation was temporary, pending further proceedings. The Tribunal found no grounds to interfere with the NCLT's order, allowing the appellant to present their case before the NCLT. Consequently, the appeal was dismissed without costs.

This detailed analysis encapsulates the key legal arguments, factual disputes, and the Tribunal's rationale in the appellate judgment concerning asset alienation and share transfer issues in the company's context.