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Judgment
ORDER
Oral Judgment : Justice Sharad Kumar Sharma, Member (Judicial):
This Company Appeal (AT) (CH) No. 38 / 2025, arises out of the impugned order of 21.01.2025, as it was passed by the Ld. NCLT, Hyderabad in CP (IB) No. 22 / 241 / HDB / 2024.
In the instant Company Appeal in question, the issue, under consideration is the outcome of the proceedings, that were held before the Ld. NCLT, Hyderabad, drawn by way of Section 241 & 242 of the Companies Act, 2013, praying for the implementation of the equal shareholding pattern of the two families of the Petitioner and the Respondent in Respondent No. 3 Company herein i.e. M/s. GBR Freight Forwarders Private Limited, and to recover the undue gains that, were obtained by Respondent No.2, as provided for under Section 242 (2) (i) of the Companies Act and to take punitive action against the Respondent Nos. 2 & 3 for perjury, tampering with records of the proceedings and submitting false documents.
The aforesaid proceedings were decided by the Ld. NCLT, vide the Impugned Order dated 21.01.2025 and directions issued therein have been recorded in Para 79 of the impugned judgment.
As a consequence to the order as above, an Administrator was appointed to the Company and he was directed to ensure that the shares of Mr. T.R. Balachandran (Late), are properly transferred to his rightful legal heirs, as there are other legal heirs also besides Respondent Nos. 2 & 3. Apart from it, various other responsibilities were conferred upon the Administrator to be discharged for appointment of Managing Director and for convening of AGM to take necessary corrective measures.
When the matter was taken up in the presence of the Ld. Counsels for the parties on 09.04.2025, the case was argued extensively by respective Counsels and the orders on the stay application was reserved. But, however, a better sense seems to have prevailed between the parties and subsequently they have entered into a settlement and the Memorandum of the said Settlement has been duly signed by all the parties and the signatures have been duly verified by their respective Counsels, who are representing the parties participating in today’s proceedings.
In accordance with the Memorandum of Settlement, the terms of settlement has been arrived at between Group A (First Party) and Group B (Second Party). In the said terms of settlement, in Para IV, the parties have agreed to plead that ``the impugned Order of the Hon’ble NCLT, Hyderabad bench-II, dated 21.01.2025 be set aside by this Hon’ble Tribunal on the following terms and conditions that may be recorded as part of this Order’’. The operative part of the Terms of Settlement, has been set down in Para VII of the settlement, which we feel it apt to extract and make it as a part of today’s order, in order to avoid any future controversies.
Accordingly, Para VII is extracted hereunder:
VII. Upon a payment of the entire settlement amount of Rs.15,50,00,000/-(Rupees Fifteen Crores Fifty Lakhs only), (subject to TDS), vide Demand Draft No. 519009 & 519010 dated 25th July 2025, drawn on ICICI Bank in favour of Group B, the Group C Company’s Share Capital to the extent of the 2020 shares held by Group B stand reduced and extinguished without any further act or deed. The provisions of Section 66 do not require to be compiled with to give effect to this reduction by virtue of the provisions of this Tribunal under Section 242 (2) of the Companies Act, 2013. It is expressly agreed that such Reduction of Capital shall take effect upon full payment as stated above, and not before. Upon such reduction, the shares held by Group B Parties in Group C Company shall stand extinguished and the share capital shall stand reduced to 5030 shares. The Group B parties shall handover their physical share certificates with 1010 shares each to the Group A parties against the delivery of the Demand Draft. Copies of the said Demand Drafts are annexed herewith and marked as Annexure No. 1. Copy of the Physical Share certificates are annexed herewith and marked as Annexure No. 2.
The TDS calculation is tabulated as follows:
Group B DD No. Gross (Rs.) TDS (Rs.) DD Amt (Rs.) CS Rajender 519009 7,75,00,000 77,50,000 6,97,50,000 CR Rajeswari 519010 7,75,00,000 77,50,000 6,97,50,000 Total 15,50,00,000 1,55,00,000 13,95,00,000 Details of the physical share certificates are as under:
| Sl No. | Name of Shareholder | Folio No. | No. of Shares | Distinctive No. | SC No. | |
| From | To | |||||
| 1 | C.S. Rajendar | 3 | 10 | 21 | 30 | 3 |
| 2 | C.R. Rajeswari | 4 | 10 | 31 | 40 | 4 |
| 3 | C.S. Rajendar | 3 | 1000 | 5051 | 6050 | 8 |
| 4 | C.R. Rajeswari | 4 | 1000 | 6051 | 7050 | 9 |
| TOTAL | 2020 | |||||
It will be necessary to note that Group A, Group B and Group C in the said settlement are Appellant Nos. 1, 2, 3, 4 & 5, Respondent Nos. 1 & 2 and Respondent No. 3 Company respectively in the instant Appeal.
The ultimate effect of the settlement will be that, the share capital structure of the M/s. GBR Freight Forwarders Private Limited, Respondent No. 3 Company will stand revised, as it has been given in Para XV. The same too, by way of an extreme precaution, will constitute as to be the part of today’s order for the purposes of full and final settlement of dispute between the parties. Para XV is extracted hereunder:
XV. SHARE CAPITAL OF GBR FREIGHT FORWARDERS PRIVATE LIMITED:
a. The present Authorized, Issued, Subscribed and Paid-up Share Capital of the Company is as under:
S.No. Particulars Amount (Rs.) 1. Authorised Capital: 10,000 Equity Shares of ₹100/- each 10,00,000 2. Issued, Subscribed and Paid-up Capital : 7,050 Equity Shares of ₹100/- each 7,05,000 b. The current shareholding pattern of the Company is as follows:
Name of Shareholder No. of Shares Mr. Ajay Balachandran 2,520 Mrs. Geetha Lakshmi Balachandran 2,510 Mr. C.S. Rajender 1,010 Mrs. C.R. Rajeswari 1,010 Total 7,050 c. After the proposed reduction, the shareholding pattern shall be as follows:
| Name of Shareholder | No. of Shares (Post Reduction) |
| Mr. Ajay Balachandran | 2,520 |
| Mrs. Geetha Lakshmi Balachandran | 2,510 |
| Total | 5,030 |
As a consequence of the settlement, which has been arrived at between the parties, the Appellants have placed before this Tribunal two Demand Drafts i.e. bearing DD No. 519009 dated 25.07.2025 for an amount of Rs.6,97,50,000/- and another Draft bearing DD No. 519010 dated 25.07.2025 for an amount of Rs.6,97,50,000/- drawn from ICICI Bank (08), Hyderabad. The same is taken on record and the Court Officer is directed to retain the photocopy of the same and to handover the Original to the Appellants’ Counsel for the time being after obtaining their endorsement of its receipt. The Appellants’ counsel, assures and undertakes that, immediately upon uploading of today’s order, he will, within 24 hours, hand over the said Demand Drafts to the Respondents’ counsel, who in turn assures to hand it over to the Respondents and obtain its receipt.
Subject to the aforesaid Settlement and the Terms of the Settlement of which Para VII & Para XV, has already been extracted in this order, this Company Appeal and the impugned order which is under challenge would stand substituted by the Terms of the Settlement, which has been placed on record in the form of Memorandum of Settlement as on today.
As a consequence of the above observations, which we have derived in terms of the Memorandum of Settlement, the revised shareholding pattern of the Respondent No. 3 Company will be, as it has been agreed upon under sub-clause (c) of Para XV of the Terms of Settlement contained therein.
Accordingly, this Company Appeal (AT) (CH) No. 38 / 2025, would stand closed, in terms of the Memorandum of Settlement dated 28.07.2025, which has been arrived at between the parties and placed before us today. All pending Interlocutory Applications, would too stand closed.