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TMI Blog2025 (1) TMI 955X X X X Extracts X X X X X X X X Extracts X X X X ..... pleaded before us depicts of no infirmity. Admittedly the shareholding of the deceased Smt Tanna have been brought from 66% to 6% after her death and the reason given is she could not invest more money after her death. Looking at the conduct of Respondent No.3 who was in control of appellant company after the death of Smt Tarla Tanna, it gives all the more reason that her Estate be represented by someone who could protect the interest of legal heirs either per Consent Terms and/or under a Will, if Respondent No.3 succeeds in any of the cases, but till such time her Estate and her shareholding needs to be protected and for this reason there must be someone to represent her estate/shareholding in the company. Conclusion - The respondents have the locus standi to maintain the company petition under Section 241. The NCLT did not exceed its jurisdiction, and the pending legal proceedings do not preclude the petition s maintainability. The allegations of oppression and mismanagement warrant examination, and the respondents are justified in representing the deceased s estate. Appeal dismissed. - JUSTICE YOGESH KHANNA MEMBER (JUDICIAL) AND MR. AJAI DAS MEHROTRA MEMBER (TECHNICAL) For Appe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... could not have been granted in favour of person who were neither members nor legal representatives of deceased members of the Company. 6. It is argued Ms Tarla had passed away on 22.08.2012, leaving behind her last Will and Testament dated 16.07.2010 and vide which she had bequeathed her 667 shares in appellant company to specific beneficiaries which did not include Respondents No.1 and 2. In order to give effect to Tarla s testamentary intentions, a Testamentary Petition No.883 of 2014 was filed before the Bombay High Court seeking a Probate of her Will. It is argued certain beneficiaries under the Will along with other members of Tarla s extended family, including Respondents No.1 and 2 herein, colluded to distribute Tarla s Estate, including her 667 shares only amongst themselves to the exclusion of certain other actual beneficiaries under her Will. Such person, including Respondents No.1 and 2 herein entered into Consent Terms, whereby they colluded to interalia have the Probate Petition withdrawn, thereby to give a go-by to Tarla s testamentary intentions and instead usurp her Estate. 7. It is argued such withdrawal was a result of a strategic fraud played upon the Hon ble Cou ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r, 1870, within the territories which at the said date were subject to the Lieutenant Governor of Bengal or within the local limits of the ordinary original civil jurisdiction of the High Courts of Judicature at Madras and Bombay; and (b) to all such wills and codicils made outside those territories and limits so far as relates to immoveable property situate within those territories or limits, [and (c) to all wills and codicils made by any Hindu, Buddhist, Sikh or Jaina on or after the first day of January, 1927, to which those provisions are not applied by clauses (a) and (b):] Provided that marriage shall not revoke any such will or codicil. 213. Right as executor or legatee when established. (1) No right as executor or legatee can be established in any Court of Justice, unless a Court of competent jurisdiction in 3 [India] has granted probate of the will under which the right is claimed, or has granted letters of administration with the will or with a copy of an authenticated copy of the will annexed. 12. It is the submission that in Mumbai probate of a Will is mandatory and if the Consent Terms are not as per Will and if there already there exist a suit No.1075/2019 seeking dec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... said 667 Shares effectively transferred In favour of the Plaintiffs and Defendants Nos. 3 to 12. 10. Agreed and declared that in all the matters of administration and/or distribution as above, Plaintiff No.2 Shashi Tanna with Mr. Nikhil Sayta Son of Defendant No.3 shall act as the representatives of the Plaintiffs and Defendant Nos. 3 to 12 in consultation and guidance of Shri Suresh Kotak and defendant No.17 i.e. Shri Mahendra Gelani. 12. Agreed and declared that in view of the settlement, Defendant No.21 shall not pursue the Testamentary Suit No. 127 of 2014 and the said Testamentary Suit No. 127 of 2014 shall stand disposed of in terms of these Consent Terms simultaneously upon signing and filing of these Consent Terms in the Hon ble Court by filing separate Minutes of the Order in said Testamentary Suit No. 127 of 2014. 15. Further the order dated 04.05.2017 passed in Testamentary Suit No.887/2014 is as under:- 1. The counsel tender consent Minutes of the order dated 4.5.2017 which is taken on record and marked Y for identification. Order in terms of Minutes of the Order. Testamentary Suit accordingly stands disposed. 2. Counsel states that since the parties have amicably settl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... admittedly Smt Tanna had expired in 2012, hence could not have infused funds and thus without bringing her legal heirs on record, in a hurry within two years of her death, her shareholding was drastically reduced from 66% to only 6% approximately. It is this act of Oppression which the legal representatives have complained of in company petition, besides other acts. 19. We have examined the consent terms and those reveal the parties in the lis had agreed not to pursue Suit No.1210/2019 and Testamentary Suit No.883/2014. Rather both were withdrawn vide orders dated 26.04.2017 and 04.05.2017 respectively. Admittedly the consent terms were taken on record in such Testamentary Suit No.883/2014 also. Admittedly all legal heirs who had entered the consent terms were Class II legal heirs of Late Smt Tanna and it was noted in the order dated 04.05.2017 in view of consent terms Probate was not required. Now the Probate was only required when all legal heirs had wished to act under the Will of Late Smt Tanna but, admittedly, they never acted under such Will. Thus to say the Respondents No.1 and 2 could not have acted under the consent terms is not correct. 20. Now if we examine the pending S ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ave been declared as void/non-est till date qua those 667 shares. Thus, in the light of the above, we now need to examine the impugned order as under:-. 5. This petition has been filed by Mr. Shashi Tanna and Mr. Nikhil Satya who claims to be administrator of the state of deceased Tarla Tanna, the holder of 667 shares of Respondent No.1 Company. 7. Admittedly the petitioner herein are not members on the register of the shareholder of the Respondent No.1 Company however they derive their authority from the consent terms executed before Hon ble High Court of Bombay which inter alia records at clause 6 that agreed and declared that in partial modifications of Clause No.10 of the said Consent Terms, the said 667 shares of Devkaran Co. Pvt. Ltd., shall be distributed and divided amongst the Plaintiffs and Defendant Nos.3 to 12 in the ratio as set out in Annexure A hereto. Agreed and declared that the Plaintiffs and Defendant Nos.3 to 12 shall be the owners of the shares allotted and distributed to them and till such time Plaintiff No.2 shall hold the said 667 Shares for and on behalf of the Plaintiffs and Defendants Nos.3 to 12. The Plaintiff No.2 is authorized to get the said 667 Share ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f M/s Worldwide Agencies Pvt. Ltd. and Anr. Vs. M/s Margaret T. Desor 23. A bare perusal of the impugned order, in the facts of this case pleaded before us depicts of no infirmity. Admittedly the shareholding of the deceased Smt Tanna have been brought from 66% to 6% after her death and the reason given is she could not invest more money after her death. Looking at the conduct of Respondent No.3 who was in control of appellant company after the death of Smt Tarla Tanna, it gives all the more reason that her Estate be represented by someone who could protect the interest of legal heirs either per Consent Terms and/or under a Will, if Respondent No.3 succeeds in any of the cases, but till such time her Estate and her shareholding needs to be protected and for this reason there must be someone to represent her estate/shareholding in the company. In the circumstances we find no reason to allow this appeal as the reduction of her shareholding after her death speaks volumes of allegations set out in the company petition and needs to be examined by the Ld. Tribunal. Thus we find no infirmity in the impugned order as her estate needs to be represented by someone, viz, Respondents No.1 and ..... X X X X Extracts X X X X X X X X Extracts X X X X
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