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TMI Blog2020 (1) TMI 810X X X X Extracts X X X X X X X X Extracts X X X X ..... on issued clearly establish that the Appellants are harassing the poor investors. The act of the appellants deserves some penal action. We also note that the Respondents are entitled for 60000 shares as per entitlement on payment of consideration. Respondent will make payment of consideration to the appellant company within 15 days from the date of receipt of this order and he shall be entitled to the benefit of the membership from the date of payment - Appellant company will transfer/arrange for transfer 60000 shares to the Respondent within 30 days from the date of receipt of payment - impugned order upheld. - Company Appeal (AT) No. 14 Of 2019 - - - Dated:- 13-1-2020 - Jarat Kumar Jain, Judicial Member Balvinder Singh And Dr. Ashok Kumar Mishra, Technical Member Dhruv Dewan, Rohan Sharma, Sumit Malhotra and Ms. Harshita Choubey, Advs. for the Appellant. Ms. Lakshmi Gurung, Adv. for the Respondent. JUDGMENT Balvinder Singh, The Appellant has preferred this appeal under Section 421 of Companies Act, 2013 against the order dated 11th December, 2018 passed by National Company Law Tribunal, Chandigarh Bench in Company ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... out 20 years. On 25.05.2007, for the first time the Respondent No. 1 vide his letter informed that his father had expired on 27.08.1987. Thereafter by his letter dated 01.06.2007 the Respondent No. 1, requested for transfer of 66000 Equity shares. Appellant No. 1 in response the aforesaid letter of Respondent No. 1 dated 01.06.2007 informed the Respondent No.1 to submit the requisite documents including the succession certificate and Demand Draft of ₹ 1,20,000 on or before 26.09.2007 in order to be eligible for allotment of shares on Rights basis. (iv) It is further stated by the Appellant that Respondent No. 1, after the cut-off date (26.09.2007) for the first time vide its letter dated 16.10.2007 applied for Letter of Administration in respect of the will of Shri Devki Nandan Kaura and after the lapse of 5 years, vide its letter dated 01.06.2012 enclosed Letter of Administration granted by Ld. District Court (North) in respect of the Will of Shri Devki Nandan Kaura with respect to 150 shares of Appellant No. 1 sought transfer of shares from its one of the promoter, Appellant No. 2 in his favour. Appellant No. 1 vide its letter dated 17.09.2012 stated that special a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... petent court in his favour for succession certificate/probate of will/Letter of Administration and also asked Respondent No. 1 to execute Affidavit-cum-Indemnity Bond on stamp paper of ₹ 100/- duly signed and notarised along with demand draft for ₹ 1,20,000 being consideration for transfer of ₹ 2 per share of 60,000 shares. The pro forma of Affidavit-cum-Indemnity was also provided by the Appellant No. 1 along with the letter dated 06.08.2007. (c) The Respondents further stated that pursuant to this Respondent No. 1 complied with the instruction of Appellant No. 1. He approached the Hon'ble District Judge, Delhi under Section 276 of Indian Succession Act for grant of letter of administration with respect to the will dated 20.08.1980 executed by Late Devki Nandan Kaura. He also executed Affidavit-cum-Indemnity Bond (duly notarised) in favour of Appellant No. 1 as per proforma provided by the Appellant No. 1 and also signed the Share Transfer Form and submitted all above documents along with covering letter dated 19.11.2007 stating that he is ready and willing to pay consideration of ₹ 2/- per share as and when required. Finally, the Letter of Adm ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f the order by the respondent No. 1 company, we direct the petitioner to make payment for the 60,000 shares at ₹ 2/- per share to the respondent no. 2 company within five days of the receipt of the order and also direct respondent No. 2 company to render necessary cooperation to the respondent No. 1 company in complying with the directions for the transfer of shares, as above. 39 Further directions are issued to the petitioner that on transfer of 60,000 shares in his name, he will execute the transfer deed to the extent of entitlement of respondent No. 3 in accordance with the terms of Letter of Administration issued by the District Judge vide orders dated 31.01.2012 and 25.04.2012. 5. Being aggrieved by the impugned order the appellants have preferred this appeal. Respondents have filed their reply and the appellant have filed the rejoinder in rebuttal. 6. Having heard learned counsel for the parties we have perused the record. 7. It is not in dispute that Mr. Devki Nandan Kaura was a shareholder of appellant company holding 150 shares and after split of shares and bonus issue, his legal heirs are entitled for these 6000 shares. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on receipt of succession certificate/probate, Letter of Administration and subject to the Court direction in this regard. Our Finding: 10. From the above correspondence exchanged between the parties we note that the appellant company have never intimated the Respondent that they have not approached the appellant within the limitation period. However, vide letter dated 30.11.2007 the appellant company has intimated the Respondent that final decision will be upon receipt of court direction in this regard. At this stage by raising the issue of limitation has no force. Once having represented to the Respondent to act upon certain course of action and he believing such representation bonafide and true acted upon it, the other party cannot resile back now from its stand. In other words, a party cannot approbate re-approbate at the same time. 11. Learned counsel for the appellant argued that the respondent was clearly intimated that the outer limit for submission of the requisite documents was by the close of working hours of 26.9.2007 and no relaxation in the date was possible as per the declaration given in the Red Hearing Prospectus. Learned counsel for the A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 120000/- being the consideration amount of 60000 shares. During the course of arguments when we asked learned counsel for the appellant when the Letter of Administration has been submitted by the Respondent then why did you insist for affidavit and indemnity bond. When Letter of Administration has been issued, it means that the Appellants are discharged from their liability. On this, the learned counsel for appellant apologised. We note that the appellant is a listed company in real estate and is very well aware of legal formalities. By insisting affidavit and indemnity bond again and again inspite of Letter of Administration issued clearly establish that the Appellants are harassing the poor investors. The act of the appellants deserves some penal action. We also note that the Respondents are entitled for 60000 shares as per entitlement on payment of consideration. 13. In view of the aforegoing discussions and observations the impugned order dated 11th December, 2018 is upheld and the following further directions are issued: (i) Respondent will make payment of consideration to the appellant company within 15 days from the date of receipt of this order and he sha ..... X X X X Extracts X X X X X X X X Extracts X X X X
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