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Vyapar Mandir Palarivattom Pvt. Ltd. and Anr. Vs. Usha O.K – NCLAT Chennai Read Post »
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Beena Thomas Vs. Mohamed Biju and Ors. – NCLT Kochi Bench Read Post »
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Urvashi Bharat Khater Vs. Laxsons (India) Pvt. Ltd. and Others – NCLT Mumbai Bench Read Post »
Hon’ble NCLAT held that:
(i) Transmission of shares on the basis of Will can raise complicated issues which require an evidence, to be read by the parties and need to be determined by a Court of Law.
(ii) If the probate proceedings are pending in a Civil Court, then the petition under the Companies Act for rectification of register would not be maintainable. Where there is a dispute as to the heirship of a deceased shareholder, the Company could refuse transfer of shares, until such dispute is resolved by a Competent Court of Law.
(iii) The Succession Certificate, specifies the debts and securities entitles a legal heirs not only to receive the Interest or Dividends but also to negotiate or transfer them.
(iv) From the Section 44 of the Companies Act, 2013, it is cleared that shares are construed as movable property governed by the Articles of Association of the Company and Article 8.15 mandates that a Succession Certificate is required for the transmission of the shares.
(v) The prayer of the first Respondent herein seeking transmission of Shares without even obtaining a Succession Certificate, cannot be sustained. This Tribunal is of the considered view that submission of a Succession Certificate, as provided for under the Articles of Association of the Appellant Company, is required for the transmission of shares of the deceased Member.
Hon’ble NCLAT held that once the legislature has created a complete bar of the jurisdiction of the Civil Court by enacting Section 430 in the Companies Act, 2013, there is no shred of doubt that the jurisdiction to decide the rectificatory jurisdiction under Section 59 of the Act shall be available to be exercised even where there are contested facts and disputed questions. Appeal allowed and set aside impugned order.
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Chalasani Udaya Shankar Vs. M/s. Lexus Technologies Pvt. Ltd. – NCLAT Chennai Read Post »
Hon’ble High Court held held it is not the case of applicants that there has been discovery of new and important facts or issues. On the contrary, the applicants are delving into the process of reasoning and arguments to give weight to thier averments in the review petition. The powers of review are not to be confused with appellate powers which may enable an appellate court to correct all manner of errors committed by the subordinate. A review petition has a limited purpose and cannot be allowed to be an appeal in disguise. The learned counsel for the applicants has pleaded that there are errors apparent on the face of the record, however, has not been able to show the same by way of the grounds raised in the review petition.
The short question for our consideration in this appeal relates to the scope of the rectificatory jurisdiction of the NCLT under Section 59 of the Companies Act, 20131 . In this context, we are called upon to determine the appropriate forum for adjudication and determination of violations of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 19972, and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 19923, framed under the Securities and Exchange Board of India Act, 19924. We have answered both the questions. On the first issue, following the decision of this Court in Ammonia Supplies Corporation (P) Ltd. v. Modern Plastic Containers Pvt. Ltd. & Ors., we have held that the rectificatory jurisdiction under Section 59 of the 2013 Act is summary in nature and not intended to be exercised where there are contested facts and disputed questions. On the second issue, we have held that transactions falling within the jurisdiction of Regulatory bodies created under a statute must necessarily be subjected to their ex-ante scrutiny, enquiry and adjudication. We have, therefore, rejected the contention that the National Company Law Tribunal under Section 59 exercises a parallel jurisdiction with Securities and Exchange Board of India6 for addressing violations of the Regulations framed under the SEBI Act.
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E to E Transportation Infrastructure Pvt. Ltd. Vs. Zephyr Peacock India – NCLAT Chennai Read Post »
