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TMI Blog2019 (5) TMI 605X X X X Extracts X X X X X X X X Extracts X X X X ..... feel that he has apparently failed to do so both before the NCLT. Appeal dismissed - decided against appellant. - COMPANY APPEAL(AT) NO.194 OF 2018 - - - Dated:- 19-3-2019 - Mr A.I.S. Cheema, Member (Judicial) And Mr. Balvinder Singh, Member (Technical) For The Appellant : Mr. Shailesh Poddar, Ms Mehak Huria and Mr. Arnav Dash, Advocates For The Respondents : Mr. Nikhil Jain and Ms Shreya Kohli, Mr. Y. suryanarayana, Advocates And Mr. Akshat Hausarua and Ms Etisha Srivastava, Advocate JUDGEMENT BALVINDER SINGH, MEMBER (TECHNICAL) The present appeal has been filed by the appellant under Section 421 of the Companies Act, 2013 against the impugned order dated 23.2.2018 passed by the National Company Law Tribunal (NCLT), Hyderabad Bench, Hyderabad whereby and whereunder the company petition filed by the appellant was dismissed. 2. The appellant is a Private Limited Company carrying on business of trading as well as loans and investments. The appellant is a shareholder of the 1st respondent company. Appellant stated that 1st respondent made an Ini ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e loan was entitled to all securities/collateral related to the loan and therefore sought to obtain the share certificates in respect of 87600 fully paid shares of 1st respondent allotted to the 146 persons financed by PAIPL. The appellant stated that as assignment having been executed in its favour, the appellant is the sole owner of the loans and wholly entitled under law to enforce its rights under the loans in its name including in respect of the fully paid up shares allotted to the said borrowers in view of being the Constituted Attorney entitled to deal with the shares. 5. Appellant stated that he had caused VIL which was the legal owner of the loans since 2003 in respect of 146 persons who were allotted fully paid shares in 1st respondent to seek the inspection of the Register of Members of 1st respondent. After inspection VIL had applied for certified copy of the extracts of the Register of Members in respect of 146 persons. Appellant stated that on receipt of copies it was evident that the Register of Members of 1st respondent has been fraudulently and without cause modified in respect of 146 persons. Appellant stated that the entire 600 fully paid shares f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ondents, the observations of the Bench as discussed supra, all the prayers of the petitioner are not tenable, not eligible, without any merit/basis and we reject all the prayers of the petitioner, accordingly, the CP is liable to be dismissed. Accordingly, the CP No.47/59/HDB/2017 is dismissed. 8. Being aggrieved by the said impugned order dated 23.2.2018 the appellant has preferred the present appeal praying therein the following relies: a) That the order dated 23.2.2018 of the Hon ble National Company Law Tribunal Hyderabad Bench dismissing CP/47/59/HDB/2017 be set aside and each of the reliefs sought therein be allowed in favour of the Petitioner. b) Such other reliefs and directions as the Hon ble Appellate Tribunal may find necessary in the facts and circumstances herein. 9. The appellant stated that the individuals who had applied for more than 1000 shares in 1st respondent were allotted shares to the extent of 0.8756 times shares applied for and such shares allotment rounded off to nearest 100 shares. The allotment made was partly in the form of fully paid shares and rest as partly paid shares. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... for rectification. 14. The appellant stated that the knowledge of fraud in register of members having come to be known in 2016 to appellant when certified copy of the same was furnished there can be no laches nor limitation bar in a company petition filed in 2017. 15. The appellant stated that all the 146 individuals were borrowers of PAIPL having availed loans for their application. The right in the said loans now stands assigned to the appellant. The assignment deed is also duly registered though such registration is not mandatory. The appellant stated that by fraudulent removal of 87600 shares in the Register of Members, the appellant has lost its only security which was the said shares to recover the loan dues. The value of these shares are worth approx. ₹ 1.5 crores. 16. The appellant stated that the case for adjudication is a mere question of facts of what was the allotment of shares made to 146 persons by 1st respondent for which 1st respondent s records held now by 3rd respondent will provide complete answer. 17. As last the appellant prayed that the Hon ble Appellate Tribunal may summon the records and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... with respect to the fraudulent removal of the concerned 146 shareholders from the Register of Members is devoid of any merits. The respondent further stated that the appellant has filed to put on record the allotment letter, share certificate or any other documents to verify the claim. 24. We have heard the parties and perused the record. 25. Learned counsel for the appellant argued that the NCLT has dismissed the petition only on the ground of limitation and has not decided the petition on merit. Learned counsel for the appellant argued that the petition was filed by himself as well as on behalf of 146 members who were originally allottee of shares in public issue in 1996. Learned counsel for the appellant argued that the alteration of record came to his knowledge in 2016 and thereafter he filed the company petition and the company petition filed is within limitation. 26. Learned counsel for the respondent argued that the appeal is not maintainable on the ground that the company petition was filed by the appellant after the period of limitation had expired. Learned counsel for the respondent argued that the appellant is now seeking ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... public issue in mid 1996 and as per above section the shares were allotted to the allottees on 19.6.1996. The appellants have not agitated that they have not received the shares. The petition was filed in the year 2017 seeking rectification of Register of Members of the 1st respondent, after a period of 21 years. We are, therefore, not convinced that we have any ground not to be in agreement with the observations expressed by NCLT on this issue. 28. Another issue raised by the appellant that the 1st respondent issued shares by a Public issue through prospectus in 1996 and the persons who had applied over 1000 shares were allotted shares in the ratio of 0.8756 shares for every 1 share applied subject to rounding off to the nearest 100 shares. The appellant argued that as per this formula the persons who applied for 3000 shares were allotted 2600 shares and out of these 2600 shares, 400 fully paid shares were allotted and some partly paid shares were allotted. The appellant further argued that the person who applied for 4700 shares were allotted 4100 shares and out of these 4100 shares, 600 shares were fully paid shares and 3500 shares were partly paid.(Page 106). ..... X X X X Extracts X X X X X X X X Extracts X X X X
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