Fintags Technologies Private Limited & Ors. vs Mr. Dominic Savio & Ors.

The Appellants who happen to be the opposite parties to the proceedings of CP(CA)/34(CHE)2025, being the proceedings held under Section 59, 241, 242 of the Companies Act, have agitated their grievances by preferring the appeal, being aggrieved as against the impugned order of 25.04.2025. By virtue of the impugned order, the Tribunal has directed the Appellants to carry out the necessary process of transfer of shares within a week and submit the compliance by 07.05.2025, on the basis of the finding that Ms. Sabnam Mehra, Respondent No. 3, in the company petition/Appellant No. 3 herein has furnished the duly signed share transfer form to the Auditor and the consideration has been paid by Dominic Savio, Applicant/Respondent No. 1, herein on 31.03.2025 and that this has been confirmed by both the parties.

Ld. Counsel for the Appellant has contended that as pert the email communication of the Respondent No. 1, dated 22.03.2025, the Respondent No. 1, has only confirmed that he will be placing a demand draft of Rs. 50,000/- being the consideration as agreed in the executed, Shareholder Transfer Form SH-4 and that as a matter of fact, no transfer of consideration was ever made. The said argument is countered by the Ld. Counsel for the Respondent by drawing the attention of this Appellate Tribunal to the document marked Annexure 5 as contained in Page 206, of the appeal paperbook wherein the transfer of Rs. 50,000/- is being shown to have been deposited into the accounts of the opposite party that is, Appellant No. 1, Ld. Counsel for Respondent contends that this transfer of the amount of Rs. 50, 000/-into the accounts of the opposite party was for the purposes of completing the transfer of shares as it was agreed to be transferred between the parties, and duly recorded in the securities Transfer Form (Form No. SH-4) signed by Ms. Sabnam Mehra, Appellant No. 3. Even presuming that the said amount was not transferred as argued, by the Appellants, in that eventuality, the Appellant ought to have agitated the ground pertaining to the perversity of the order, or non-consideration of the argument as extended by the Ld. Counsel of the Appellant before this Appellate Tribunal, qua the orders, which have been passed by the Ld. Tribunal, issuing directions for the purposes of transfer of shares, as it was agreed upon between the parties. In fact, none of the grounds agitated by the Appellant in the memo of appeal are in context to the argument as extended by the Ld. Counsel for the Appellant, during the hearing.

Rather, we could safely conclude that the impugned order, which is subject to challenge in the instant appeal, takes the shape of a consenting order, and the factum of consent is not denied. In that eventuality, where the order has been rendered by way of a consent between the parties, no appeal would be tenable, until and unless, it is established, that the said consent has been obtained by fraud which is a fact required to be proved. In that view of the matter, the ‘appeal’ lacks ‘merit’ and the same is accordingly ‘dismissed’.