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Judgment
20.01.2025: This appeal is filed against an impugned order dated 30.10.2024 whereby an application bearing CA No. 281 of 2024 filed by Respondent No. 3 has been allowed.
It is the submission of the Learned Counsel for the Appellant if one peruse CA No. 281 of 2024, we would find the Respondent No. 3 has made averments that he is a joint holder of the deceased shareholding with two separate shareholders certificates viz. Folio Nos. 24967- 21498 for 9932 shares and Folio Nos. 14899-16483 for remaining 1585 shares.
It is submitted these averments are made in contrast to the averments made by the deceased wife of Respondent No. 3 before the High Court of Judicature at Bombay in Commercial Suit (L) No. 196 of 2019 as recorded in the written statement of Defendant Nos. 1, 3 and 4 wherein Defendant No. 3 (wife of Respondent No. 1) in para 21 of such written statement had deposed her husband/Defendant No. 10 (Respondent No. 1 here) was not holding any share in the company and was made director only at the instance of his wife and they would now opt out of directorship. This fact was further elaborated in order dated 25.02.2019 in Suit No. 433/2019, more specifically in its para nos. 8, 9, 13 and 14, as under:
“8 Mr. Shukla, counsel for defendant nos.1 and 3, defendant no.3 in person for defendant no.4 and defendant no.2, who is present in Court in person, undertake to this Court that they shall not create any third party rights in relation to or with respect to the assets of defendant no.1 including the office premises at G-1, 12/14, Oricon House, K. Dubash Marg, Fort, Mumbai - 400 023. Undertaking accepted.
9 Mr. Shukla states that defendant no.3 has alleged that the problem has been created by defendant no.2 and agrees to that extent with the allegations made by plaintiff. Defendant no.2, who is present in Court, undertakes to this Court not to hold himself out as a Director of defendant no.1 and shall not enter the premises of defendant no.1 at any time, without leave of this Court. Defendant no.2 also states that he is also ready to give all accounts and details as requested for and he shall also co-operate with the Auditor and Mediator. Statement accepted as an undertaking to this Court.
13 Defendant no.2 tells the Court that he shall issue a formal letter to defendant no.1 during the course of this week, with copy to advocate for plaintiff, that he is resigning as Director of defendant no.1. In any event, defendant no.2 states that this Court can record that with effect from today he has resigned as Director of defendant no. 1.
14 Within one week of receiving a communication from defendant no.2, defendant no.1 shall file Form No.32 with the Registrar of Companies and place the resignation for approval in the next board meeting.”
However we find by the impugned order, the Ld. NCLT has allowed the application only subject to paragraph 6 of the said application as under:
“6.Without prejudice to what is stated herein above, the Petitioner has passed away intestate and does not have any children. Petitioner was a Hindu and was governed by Hindu Laws. In view of the established principles of the law of female succession under Hindu Law, I say that Petitioner's Shareholding automatically devolves upon the Applicant and Petitioner holds and is entitled to the entire shareholding of the Petitioner in the Respondent No. 1 company and there cannot be any dispute about it. The Applicant is the only rightful shareholder of the Petitioner's shareholding and has the locus to continue and pursue the present proceedings. The cause of action and a right to sue which Petitioner then had to file the present Petition, continues to the Petitioner after her death.”
Now the main reason for coming against the impugned order is the Appellant is apprehensive of the fact that on passing of the impugned order, the position as stated in para 4 and 5 of the application may stood admitted. However we find no force in such argument since the impugned order clarifies the application is allowed only subject to paragraph 6 of the application. Nevertheless, since the issue of ownership of the subject shares is raised as to if such shares were owned by deceased wife of Respondent No. 3 alone or the Respondent No. 3 was a joint shareholder; it is left open to be decided by the Ld. NCLT along with other contentions of forgery etc. as are raised against Respondent No. 3.
In view of the above, we find no reason to continue this appeal and the appeal is disposed of. All pending application(s) are also disposed of. However, we request the Ld. NCLT to expediate the hearing and dispose of the matter as expeditiously as possible.