9911796707
TMI Blog2024 (8) TMI 1217X X X X Extracts X X X X X X X X Extracts X X X X ..... for the Appellant No. 2, on the objection raised by the Learned Counsel for the Respondent / Petitioner, this bunch of Company Appeals, would stand dismissed, without prejudicing the rights of the Appellant No. 2, to resort to the appropriate remedies, as available to him, under Section 59 of the Companies Act, the reason behind it being that the relief prayed against the order of rectification of Register of Members of the First Appellant, by re-entering the names and the configuration of the Shares, held by the Shareholders, under the respective Folio, could have had been possible only when the Company was contesting the proceedings and in the event of Company itself having chosen not to contest the Company Appeal, no such relief can be pressed for by Appellant No. 2 in the absence of an effective contest by Appellant No. 1. It will be open for the Appellant No. 2, to resort to the appropriate proceedings, under Section 59 (2) of the Companies Act, 2013, which would be decided, exclusively, in accordance with Law - Appeal dismissed. - TA (AT) Nos. 139 140 / 2021 Company Appeal (AT) Nos. 186 187 / 2020 TA (AT) Nos. 141 142 / 2021 Company Appeal (AT) Nos. 188 189 / 2020 TA (AT) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s Judgment. 3. The details of the Company Appeals which have been decided by today s Judgment are hereunder : - S.No. Company Petition / Application No. Transfer Appeal No./ Company Appeal No. Respondent / Petitioner 1 CA/34/KOB/2019 TA (AT) No.150-151/2021 (CA(AT) No.198-199/2020) Vyapar Mandir Palarivattom Pvt Ltd. Anr. v. KG. Lekha 2 CA/35/KOB/2019 TA (AT) No.146-147/2021 (CA(AT) No.194-195/2020) Vyapar Mandir Palarivattom Pvt Ltd. Anr. v. Alice P M 2 Ors. 3 CA/37/KOB/2019 TA (AT) No.148-149/2021 (CA(AT) No.196-197/2020) Vyapar Mandir Palarivattom Pvt Ltd. Anr. v. Omana TH 4 CP/93/KOB/2019 TA (AT) No.145-136/2021 (CA(AT) No.192-193/2020) Vyapar Mandir Palarivattom Pvt Ltd. Anr. v. Saramma Mohan 5 CP/94/KOB/2019 TA (AT) No.141-142/2021 (CA(AT) No.188-189/2020) Vyapar Mandir Palarivattom Pvt Ltd. Anr. v. VD. Viju 6 CP/95/KOB/2019 TA (AT) No.139-140/2021 (CA(AT) No.186-187/2020) Vyapar Mandir Palarivattom Pvt Ltd. Anr. v. Usha O.K. 7 CP/96/KOB/2019 TA (AT) No.143-144/2021 (CA(AT) No.190-191/2020) Vyapar Mandir Palarivattom Pvt Ltd. Anr. v. Babu Foustine 8 CP/97/KOB/2019 TA (AT) No.152-153/2021 (CA(AT) No.200-201/2020) Vyapar Mandir Palarivattom Pvt Ltd. Anr. v. Ramesh OT 4. The Res ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed their Share Certificates to the Appellant Company / Respondent to Company Petitions and that, they have wrongfully and illegally been directed by the Respondent Company therein, to surrender the same in order to recover the amount due towards the rental arrears for certain specified period, by illegally exercising the lien on the Share Certificate. 7. It was contended by the Respondents that the lien of the Appellant Company over the Shares, as per Clause 6 (2) (3) of Article of Association is limited to the extent, of the Dividends payable on the Shares and that the lien cannot be exercised by the Board of Directors of the Company for the Fully Paid Up Shares and therefore, the Company in no manner has a right or cause to sell off the Shares of the Respondents to a third party, by issuing Duplicate Share Certificates, as against their Original Share Certificates. 8. They have further contended that in the Company Petition preferred by them, they had principally sought a relief on the aforesaid back-ground, that the Respondent No. 1 therein i.e. ``The Company , be restrained from holding any Annual General Meeting or any Extra-ordinary General Meeting, till the Share Register of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Rectification Application stood rejected holding thereof that since the said Applications for rectification took the shape of Review, they cannot be entertained under the garb of Rectification Applications, by alleging it to be a rectification of a clerical or arithmetical mistake, in order to bring it within the ambit of Rule 154 of NCLT Rules. Consequent to the Order of 20.08.2020, as rendered on the Interlocutory Applications, the Judgments dated 05.03.2020, as passed in the respective Company Petitions, preferred by the Respondents / Petitioners, were affirmed. This, resulted into passing of the following Order : ``I) The Petitioner is declared as the legitimate equity share holder under Folio No. 58. II) We hereby direct the rectification of the Register of Members of the Respondent Company by re-entering the total number of 100 equity shares belonging to the Petitioner in the share register of the company and further ordering to restore the total shareholding of the Petitioner as it is existed prior to 08.02.2019 forthwith. III) The Respondent Company is restrained from conducting tender for sale of 100 shares from allotting or effecting transfer of any shares belonging to th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... was raised by the Learned Counsel for the Respondent to the effect that after passing of the Order on 12.06.2024, permitting withdrawal of the Appeal at the behest of the Appellant No. 1 i.e. the Company itself, the Company Appeal cannot be permitted to be proceeded with exclusively at the behest of Appellant No. 2, who in his pleading had contended to claim to be the Managing Director of the Company, because, the Appellant No.2 as a Managing Director, in the absence of Appellant No.1, the Company being a party pursuing the Appeal, has got no locus or rights legally surviving as such, as of now. Whatsoever right was being derived by the Appellant No. 2, to the Company Appeal, was flowing from the status which he enjoyed being Managing Director of the Company / Appellant No. 1 and once, the Appellant No. 1 has withdrawn the Appeal, the Appellant No. 2 independently will have no cause of action itself, Qua the relief, which has been put to challenge and sought in the Company Appeals. Therefore, the Appeal at the behest of Appellant No. 2 exclusively, would not be maintainable, as whatever status Appellant No. 2 had in the capacity of the Managing Director, will survive only till Appe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... al status, being a juristic person, was contesting the matter, but, upon its withdrawal, the Appellant No. 2 individually, will have no cause, as such, which could at all flowing from the Appellant No. 1. 23. In the absence of there being any plausible answer extended by the Learned Counsel for the Appellant No. 2, on the objection raised by the Learned Counsel for the Respondent / Petitioner, this bunch of Company Appeals, would stand dismissed, without prejudicing the rights of the Appellant No. 2, to resort to the appropriate remedies, as available to him, under Section 59 of the Companies Act, the reason behind it being that the relief prayed against the order of rectification of Register of Members of the First Appellant, by re-entering the names and the configuration of the Shares, held by the Shareholders, under the respective Folio, could have had been possible only when the Company was contesting the proceedings and in the event of Company itself having chosen not to contest the Company Appeal, no such relief can be pressed for by Appellant No. 2 in the absence of an effective contest by Appellant No. 1. Thus, the Appeals would stand dismissed, but, it will be open for the ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
