2017 (5) TMI 22

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..... yan, Advocate with Ms Garima Bajaj, Advocate for the appellants. Mr. Ashok Mehta, PCS for respondents. Order The appellants have challenged the order dated 2nd January, 2017 passed by National Company Law Tribunal, Ahmedabad Bench, Ahmedabad (hereinafter referred to as the "Tribunal" for short) in T.P. No.27/397-398/NCLT/AHM/2016 (New), CP No.49/397-398/CLB/MB/2012(Old). Vide the impugned order .....

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..... ontesting respondents before the Tribunal raised the question of maintainability of petition under Section 397 and 398 of the Companies Act, 1956 on the ground that the respondents/petitioners are not the shareholders and, thereby, do not have the locus standi to file the petition. The said stand was taken by the appellants on the ground that one MOU was reached between the appellants and responde .....

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..... ors Pvt Ltd are two different corporate entities. Unless and until in pursuance of the MOU, shareholders in both the companies transfer their shares following the procedure laid down under the Act and Articles of Association, it cannot be said that Petitioners or for that matter any other shareholder who is not a signatory to MOU ceased to be a shareholder of the company. Had the petitioners been .....

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..... he provisions in the Act or by analogy to other Acts but not to agreements between parties in violation of the Indian Contract Act. It is obvious that the definition of "relative" in Section 2(41) of Companies Act 1956 is applicable to Section 299 of Companies Act, 1956." From the aforesaid findings it will be clear that to decide the question whether the respondents/petitioners have ceased to b .....

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..... their shares are registered in the name of other persons. For the reasons aforesaid we are not inclined to interfere with the impugned judgement dated 2.1.2017. However, we make it clear that the order passed by the Tribunal or by Appellate Tribunal will not come in the way of the appellants in registering their name, if transfer is genuine and in accordance with law. The appeal stands disposed .....

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