9911796707
TMI Blog2025 (1) TMI 955X X X X Extracts X X X X X X X X Extracts X X X X ..... as wrongly rejected by Ld. NCLT. 3. The respondents filed company petition in their capacity as legal representatives of late Mrs Tarla Girish Tanna, an erstwhile shareholder of the appellant company. It is argued despite the Respondent No.1 and 2 herein have not been declared as a legal representatives of Ms Tarla Tanna, yet the Ld. NCLT allowed them to maintain Company Petition in terms of an authority allegedly vested in respondents under the Consent Terms dated 26.04.2017. 4. It is argued by the learned senior counsel for the appellant the Ld. NCLT had failed to appreciate (a) the very legality and validity of these Consent Terms are under challenge before the Bombay High Court vide Suit No.1075/2019; (b) even assuming the said Consent Terms are lawful and valid, Respondent Nos 1 and 2's alleged authority is self-proclaimed in as much as they have suo moto appointed themselves as Tarla's legal representatives i.e., without any adjudication by any Ld.Civil Court of competent jurisdiction; and (c) Testamentary Petition No.2683 of 2023, in the form of Letter of Administration with Will annexed, is pending adjudication before the Bombay High Court and the Court is seized of the m ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t is argued Consent Terms are not even fully executed as several beneficiaries thereunder had not signed it, hence the alleged authority relied upon by Respondents No.1 and 2 is incomplete. 9. It is argued yet another suit No.1075/2019 was filed and is still pending and in terms of Suit No.1075 of 2019, two questions viz. (a) which person(s) is the lawful administrator/legal representative of Tarla's Estate, including of her Shares; and (b) which person(s) are entitled to the said shares, are both presently pending adjudication before the Ld. Civil Court of competent jurisdiction and will finally lead to not only a legally appointed administrator but also will set aside all illegal entitlements to Smt Tarla's Estate, fraudulently bestowed by way of the Consent Terms. 10. It is argued the Ld. NCLT had grossly erred in allowing person who are neither heirs nor legal representatives of a deceased member of the Company to maintain a petition under Section 241 and 242 of the Act. 11. The crux of the argument thus raised by the Learned senior counsel for the appellant is for seeking the status of a legal representative, especially in Mumbai, one needs to get Letter of Administration. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... - 2. Agreed and declared that in view of Section 15 read with Section 16 and Section 8 and Schedule I and II of the Hindu Succession Act, the only heirs and legal representatives of late Defendant No.2 (since deceased) are the brothers and sisters of her late husband and the legal heirs of such of them who have expired viz. the Plaintiffs and Defendant Nos. 3 to 12. 6. Defendant no.21 has represented to that there were originally 200 share issued by Devkaren & Co. Pvt.Ltd. to late Girish Tanna and late defendant No.2, which were sub-divided and substituted by the company into 667 Equity shares of the said company. Defendant No.21 further represents that despite a diligent search, he is unable to locate the original share certificates of the originally issued 200 shares as well as the substituted 667 shares of the said Devkaren & Co. Pvt. Ltd. Defendant N,0.21 has now handed over to Plaintiff No.2 photocopies of the 200 originally issued shares of the said Devkaren & Co. Pvt. Ltd., issued to late Girish Tanna and late defendant No.2, simultaneously with the execution of these Consent *Terms. Agreed and declared that in partial modifications of Clause No.10 of the said Consent Te ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ncies Pvt Ltd (supra), the Hon'ble Supreme Court had already held When a member dies, his estate is entrusted in the legal representatives. When, therefore, these vesting are illegally or wrongfully affected, the estate through the legal representatives must be enabled to petition in respect of oppression and mismanagement and it is as if the estate stands in the shoes of the deceased member. 18. Further on perusal of this appeal, filed by the Company/appellant, we find it categorically noted that in the year 1980 Late Girish Tanna and Late Smt Tarla Tanna were holding 200 shares in the appellant company and whereas Respondent No.3 was holding only 100 shares. Later in the year 2002 the shareholding of Mr. Girish Tanna and Smt Tarla Tanna was increased to 667 shares and whereas Respondent No.3 held 333 shares. Thus on 20.01.2007 at the time of death of Girish Tanna, the entire 667 shares were held by Ms Tanna. During all these years the shareholding was held in the ratio of 2:1 by Tannas and Respondent No.3 respectively. However, as Smt Tanna passed away in 2012, within two years of her death i.e. in the year 2014, when earlier litigations were still pending, the paid up capital o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t restricts only to two immovable properties and not to shares of Late Smt Tarla Tanna and it read as under: 40. THE PLAINTIFF THEREFORE. PRAYS: a. That this Hon'ble Court be: pleased to hold and declare that the Consent Terms dated February 2016 -and 26th April*2017 passed in Suit No. 1210 :of 2009, Testamentary Suit No. 127 of 2014 and Testamentary Petition No. 883 of 2014 are illegal, non-est~ void and bad in-law~ in so far as, they purport to deal with 2 properties viz. (i) Flat No. 63/64, 6th Floor, Umang ~ Building, Kashibal Navrange Marg, New . Gamdevi, Mumhai-400 007 and (ii) Assets and properties of the Sole Proprietary Concern of M/s. Nenshi Monji; b. That this Hon'ble Court be pleased to hold and declare that Defendant Nos. 1, 2, 3, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 22 and 23 have perpetrated a fraud on the Plaintiff by deciding and/or dealing* with the 2 properties viz. (i) Flat No. 63/64, 6th Floor, Umang Building~ Kashibal _Navrange Marg, New Gamdevi, Mumbai 400 007 and (ii) Assets and properties of the Sole Proprietary Concern of M/s Nenshi Monji in the Consent Terms dated February 2016 and 26th April 2017; That this Hon'ble Court be pleased to hold ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ot kept in abeyance accordingly, it would not be just and proper to deny the legal representatives of the deceased member of the right to maintain a petition under Section 397 and 398. To hold that the legal representatives of the decease shareholder could not be given at the same time of a member under Section 397 and 398 of the Act would be taking a hyper-technical view which does not advance the case of equity and justice. In that case the maintainability issue was decided on the basis of letter of administration obtained from the competent authority under Section 290 of the Indian Succession Act. 10. The Ld. Counsel for the Respondents submitted that the consent terms from which the authority is sought to be drawn by the petitioner to maintain the present petition are in challenge before the Hon'ble Bombay High Court and Petitioner No.1 is one of the party in that matter. However, on perusal of the plaint pending before Hon'ble High Court, we find that the consent terms dated February 2016 and 26 April 2017 passed in Suit No.10 of 2009, testamentary suit no. 127 of 2014 and testamentary petition no. 883 of 2014 are sought to be declared illegal in so far as they purport to de ..... X X X X Extracts X X X X X X X X Extracts X X X X
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