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TMI Blog2024 (8) TMI 26X X X X Extracts X X X X X X X X Extracts X X X X ..... on of appellant cannot be accepted, since initial transfer was challenged only by Respondent No.4 and that too on the ground he should also get a slice of it. The deceased admittedly never alleged/claimed any right on such shares after he had received the entire consideration and after he had executed letter dated 23.06.2015. It is important to mention despite the Hon ble Supreme Court decision in 2018 the deceased never took any action for transfer of shares in his favour by 2021 i.e. till he was alive. The appellants/legal heirs of the deceased came into action six months after of his death and are now trying to misinterpret the order passed in TP No.106/2016 to their benefit. The transfer of shares by deceased was never an issue pending ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the deceased, was persuaded by Respondent No.2 and 3 to sell his entire shareholdings to them pursuant to which the deceased resigned from the post of the director and had transferred his entire shareholding to Respondents No.2 and 3 at a throw away price of Rs.275/- per share wherein the actual price was Rs.3230.64. 3. Being aggrieved by the illegal transfer of shares, a company petition No.73/397-398/CLB/MB/2015 for oppression and mismanagement was filed by Respondent No.4 before the Company Law Board which was then transferred to Ld.NCLT. It is alleged in the said proceeding the transfer of shares made by deceased were held to be illegal and hence it is the submission of the learned senior counsel for the appellant now since the said sha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Respondent No.4 agitated on the grounds that these shares ought to have been allotted on pro rata basis by the Board of Directors to all 3 shareholders and hence Respondent No.4 filed TP No.106/2016 for distribution of shares on pro rata basis. In such petition, the deceased was arrayed as Respondent No.12. Following order was passed in TP No.106/2016 on 15.03.2017:- 144. The transfer of shares to respondent No.12 is also bad since no notice. was given to the .petitioner, no offer was given to the petitioner Therefore, the transfer of shares of respondent No. 12 to-respondent No.2 and 3 is illegal and void. 145. Respondent No. 12 filed affidavit stating that he has nothing to do with the company from 23.06.2015. Therefore, the shares of R ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to the Respondents in the interest of justice; (C) BE pleased to pass such other and further orders / reliefs as may be deemed fit as the nature and circumstances of the case may require. 9. Vide this Company Petition the appellants are trying to reverse what was held by Ld.NCLT, NCLAT and Hon ble Supreme Court in earlier round of litigation. The grievance of the appellant is now since the transfer of shares was held to be illegal hence the legal heirs of deceased should get those shares and/or a fair price. We are not inclined to accept this contention since initial transfer was challenged only by Respondent No.4 and that too on the ground he should also get a slice of it. The deceased admittedly never alleged/claimed any right on such sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ered on the Register of Members , is recognised , for preferring an Application , under Section 241 of the Companies Act, 2013 (for Relief in cases of Oppression, etc. before the Tribunal ). 36. An Individual , whose name, does not appear , on the Register of Members , is not a Member , and has no Locus , to Prefer a Petition , under Section 244 of the Companies Act, 2013. To put it differently, if a person , is not a Member of a Company , the question of his alleging Oppression , does not arise . 66. In the instant case on hand, the Appellant , in Comp. App (AT) (CH) No. 127 of 2022, had tacitly admitted that he is / was not a Shareholder of the 1st Respondent / Company ( 1st Defendant in Suit). When that be the fact situation, and as per ..... X X X X Extracts X X X X X X X X Extracts X X X X
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