2022 (12) TMI 367 - AT - Insolvency and Bankruptcy

Seeking transmission of shares in the Appellant s name - existence of valid Succession Certificate at the time of filing of the Company Petition or not - whether the NCLT was justified in directing the executor to issue Notice to the Rival Claimant namely Smt. K. Sumathi and in granting six weeks time to obtain the necessary clarification regarding the Succession Certificate, keeping in view the facts and circumstances of the attendant case on hand? HELD THAT - A perusal of the material on record shows that the Respondent Company had received various letters of communication from both Smt. K. Sumathi and Ms. Nalini Hari in respect of the shares held by late Mr. R. Kapanipathi Rao. It is the main case of the Appellant that the NCLT has erroneously given time for Smt. K. Sumathi to obtain clarification regarding the Succession Certificate issued by the Hon ble Madras High Court on 25.08.2019, as essentially the date on which NCLT has decided the matter, the Succession Certificate of the Appellant was subsisting which evidence that the Appellant alone is the legal heir and therefore the shares had to be transmitted only to the heir as shown in the Succession Certificate as on the date of the Impugned Order. Instead NCLT had given Notice to the Rival Claimant Smt. K. Sumathi only because there was a collusion between the said Smt. K. Sumathi and the Respondent Company. Having regard to the Order in K. SUMATHI, S. UMAMAHESWARI VERSUS NALINI HARI, UMAMANI VIJAY SWAMI RAO, R.K. SHANKAR, R.K. CHANDRASHEKAR 2022 (3) TMI 1450 - MADRAS HIGH COURT , whereby the Hon ble Madras High Court has condoned the delay and the Order issuing Succession Certificate dated 28.05.2019, is under challenge, we are of the considered view that the decision regarding transmission of shares by the Respondent Company and the Rival Claims ought to be decided subject to the Order of the Hon ble Madras High Court. This Tribunal does not find the Judgements relied upon by the Appellant, applicable to the facts of the attendant case - appeal dismissed.

Summary

Issues Involved:
1. Validity of the Succession Certificate issued to the Appellant.
2. Rival claims to the shares held by the deceased.
3. Legal implications of an unprobated Will.
4. Authority of the Respondent Company to withhold transmission of shares.

Detailed Analysis:

1. Validity of the Succession Certificate issued to the Appellant:
The Appellant, Ms. Nalini Hari, claimed entitlement to 15,419 shares held by her deceased father, Mr. R. Kapanipathi Rao, based on a Succession Certificate issued by the Hon'ble Madras High Court on 28.05.2019. Despite submitting all necessary documents, including the Succession Certificate, the Respondent Company did not act on her application for share transmission, leading her to file C.P. No. 18/BB/2021. The NCLT directed the executor to issue notice to the rival claimant, Ms. K. Sumathi, granting six weeks to seek clarification or review of the Succession Certificate.

2. Rival claims to the shares held by the deceased:
The Respondent Company received competing claims from Ms. Nalini Hari and Ms. K. Sumathi, who claimed to be the second wife of the deceased and was named in his Will. Ms. Sumathi filed an application to revoke the Succession Certificate, which is currently under challenge after the Hon'ble Madras High Court condoned the delay in filing the application. The NCLT, recognizing the rival claims, directed that the shares' transmission be decided based on the outcome of the pending proceedings regarding the Succession Certificate.

3. Legal implications of an unprobated Will:
The Respondent Company relied on the Will of the deceased, which named Ms. Sumathi as his wife, to exhibit the existence of rival claims. The Appellant argued that the Will could not be considered as it was not probated. However, the Tribunal noted that an unprobated Will could be used for collateral purposes to show rival claims, as supported by the Hon'ble Supreme Court's ruling in 'Mohan Krishan Abrol v. State of Punjab' (2004) 7 SCC 505.

4. Authority of the Respondent Company to withhold transmission of shares:
The Appellant contended that the Respondent Company should have acted on the Succession Certificate and transmitted the shares to her. She cited precedents where companies were directed to act on Succession Certificates without requiring additional documentation from other heirs. However, the Respondent Company argued that it could not proceed with the transmission due to the pending challenge to the Succession Certificate and the existence of a rival claim supported by the Will.

Assessment:
The Tribunal concluded that the NCLT was justified in directing the executor to issue notice to the rival claimant and granting time for clarification regarding the Succession Certificate. The Tribunal emphasized that the decision on the transmission of shares should await the outcome of the proceedings challenging the Succession Certificate. The Tribunal found no illegality or infirmity in the NCLT's order and dismissed the appeal, stating that the judgments relied upon by the Appellant were not applicable to the specific facts of this case.

Conclusion:
The appeal was dismissed, and the NCLT's directions were upheld, emphasizing the need to resolve the rival claims and the challenge to the Succession Certificate before proceeding with the transmission of shares.