9911796707
TMI Blog2022 (10) TMI 934X X X X Extracts X X X X X X X X Extracts X X X X ..... h, aggregating 76.09% of the respondent company to the 1st petitioner under the sale purchase agreement dated 18.05.2010. The mandatory compliances for transfer of such shares, namely, executing share transfer form, entering names of the transferees in the share register and then applying to the company to register the name in place of the previous holder of the share has neither been pleaded nor any record of such actions action been placed. The right of a transferee of a share is only to call upon the company to register his name and no more. No rights arise till such registration takes place. The completion of the transaction by having the name entered in the register of members relates it back to the time when the transfer was first made. The company recognises no person except one whose name is on the register of members, upon whom alone calls for unpaid capital can be made and to whom only the dividend declared by the company is legally payable. Admittedly, no record showing the names of the Company Petitioner in the Registers of the company or pendency of such request before the concerned authority or Tribunal has been placed in the impugned order - the status of the p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... espondent No. 1 filed FIR but it was closed due to lack of evidence. Respondent No. 8 9 approached High Court of Telangana. Unsatisfied with the orders of High Court of Telangana, Respondent No. 1 approached Hon'ble Supreme Court of India. Respondent No. 1 to 4 also approached Hon'ble Addl. Sr. Civil Judge praying for declaration of Sale Deeds executed by Respondent No. 5 Company i.e., ARMPL in 2015 as null and void. As Respondent No. 1 failed to submit sufficient evidences against the stakeholders i.e., Applicant herein, Respondent No. 1 filed present company petition against Respondent No. 2 to 4 which clearly violates the provisions of Companies Act, 2013. 2.4. The Applicant states that when an application is filed u/s. 241 of Companies Act, point to be taken into account is to keep reasonable balance between the rights of shareholders and to protect the said provision from being used as an arm twisting tactic against the majority shareholders and company at large. Owing to Section 244(1)(a) of 2013 Act, the applicants should hold at least 10% of shares of the company, which according to the admission Respondents No. 1 to 4 do not hold any shares whatsoever, in resp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s the final payment the Respondents were not bound to pay the same as the loan was not facilitated by the sellers as per the terms of the agreements. 3.5. The Respondents deny the assertions in Para 26 stating that the Petitioners are trying to mislead the Hon'ble Tribunal by stating that the Respondents were not even signatories to the SPA which is not true. As regards plain reading of SPA shows that Respondent No. 1 and Respondent No. 4 are signatories with their allied companies leaving it to the Respondents to bring in investment through any of their subsidiary or group entities. 3.6. The Respondents further deny the assertions in Para 26 stating that regarding final payment the Respondents were not bound to pay the same as loan was not facilitated by the sellers as per their terms of agreements. 4. In the light of the contest as above, the point that urges for consideration by this Adjudicating Authority is. Whether the Company Petitioners are not the members of the 1st respondent? If so, whether the Company Petition filed by them u/s. 241 of the Companies Act is not maintainable under law? 5. We have heard the Ld. Counsel Shri D. Pavan Kumar for the Applica ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nterest of the trade, industry or business to which such company pertains; or (d) the business of a company is or has been conducted and managed by such person with intent to default its creditors, members or any other person or otherwise for a fraudulent or unlawful purpose or in a manner prejudicial to public interest, the Central Government may initiate a case against such person and refer the same to the Tribunal with a request that the Tribunal may inquire into the case and record a decision as to whether or not such person is a fit and proper person to hold the officer of director or any other office connected with the conduct and management of any company. (4) The person against whom a case is referred to the Tribunal under sub-section (3), shall be jointed as a respondent to the application. (5) Every application under sub-section (3)-- (a) shall contain a concise statement of such circumstances and materials as the Central Government may consider necessary for the purpose of the inquiry; and (b) shall be signed and verified in the manner laid down in the Code of Civil Procedure (5 of 1908), for the signature and verification of a plaint in a suit b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion have agreed to sell Rs. 9,68,500/- fully paid-up equity shares of Rs. 10/- each, aggregating 76.09% of the respondent company to the 1st petitioner under the sale purchase agreement dated 18.05.2010. The mandatory compliances for transfer of such shares, namely, executing share transfer form, entering names of the transferees in the share register and then applying to the company to register the name in place of the previous holder of the share has neither been pleaded nor any record of such actions action been placed before us. The right of a transferee of a share is only to call upon the company to register his name and no more. No rights arise till such registration takes place. The completion of the transaction by having the name entered in the register of members relates it back to the time when the transfer was first made. The company recognises no person except one whose name is on the register of members, upon whom alone calls for unpaid capital can be made and to whom only the dividend declared by the company is legally payable. Of course, between the transferor and the transferee, certain equities arise even on the execution and handing over of 'a blank transfer&# ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
