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Judgment
(Hybrid Mode)
Comp. App. (AT) No. 37 of 2026-
This appeal is filed against an impugned order dated 04.12.2025 passed by Ld. NCLT Ahmedabad whereby Company Petition filed under Section 59, 213, 241 and 242 of the Companies Act was dismissed. The prayers made in Company Petition were (a) the Register of members of the Respondent No. 1 company be amended by reinstating the name of Mr. Sparsh Kejriwal as a Shareholder of the company be cancelling of all transfers of shares and (b) the Petitioner group be given a place in the Board of Directors of Respondent No. 1 company to protect the rights of the shareholders and (c) investigation into the affairs of Respondent No. 1 company be ordered.
It is the submission of the Learned Counsel for the Appellant vide the impugned order, the Company Petition was dismissed on the ground the Appellant was not able to confirm the number of shares held by the Petitioners or if they were directors in the Company before filing of the Petition.
It is the submission of the Learned Counsel for the Appellant the list of shareholders was very well mentioned in Para No. 6.3 of the Company Petition and further in Para 6.7 it was stated as per the list of shareholders dated 31.03.2022 the name of all the Petitioners was there, but during the Financial Year 2021-22 and on 05.05.2022 the 28,900 shares held in the name of Mr. Sparsh Kejriwal were illegally transferred to one Ms. Pramod Devi Kejriwal and the Company has given affect to the transfer of the share in violation of the provisions of law and further the said shares have been transferred without complying with the mandatory provisions of the Companies Act.
The Learned Counsel for the Appellant has also shown us list of shareholders as on 31.03.2022 wherein the name of Mr. Sparsh Kejriwal was very much in the list of shareholders but in the list as on 31.03.2024 the name of Mr. Sparsh Kejriwal does not find a mention. Probably, these documents were not filed along with the Company Petition and for this reason, the impugned order was passed. The Respondents have also appeared through the Learned Senior Counsel and submits at the time of filing the Petition i.e. on 29.09.2025 all the shareholders except M/s Jai Kashi Trading and Finance Company Pvt. Ltd., have transferred their shares with consideration but admittedly even the list of shareholders as on 31.03.2024 has not been filed. Further, objections as taken by the Learned Senior Counsel for the Appellant are of limitation and suppression.
In any case, the impugned order is premised on the fact the number of shares held by the Petitioners were not mentioned in the Company Petition which infact is factually incorrect as are disclosed in Para No. 6.3 of the Company Petition. Further, as to if the Appellant was director or not, is also clarified by the prayer as they seek appointment as a Director of the Respondent No. 1 Company. In any case, we find the impugned order is factually incorrect since both these facts are mentioned in the Company Petition. Though, the objections have also been raised qua limitation etc but such contentions can be looked into by the Ld. NCLT at the time of issuance of notice. Hence, we find the dismissal of Company Petition at its threshold for reasons given was not proper and hence we set aside the impugned order. In case any further information is required by the Learned NCLT, they may direct the Appellants herein to file affidavits for better particulars. Company Petition is disposed of. Pending applications are also disposed of.
Comp. App. (AT) No. 38 of 2026-
An affidavit has been filed by the Respondent. Let the hard copy be placed on record. A copy of the same be also supplied to the Learned Counsel for the Appellant. List it on 09.04.2026 along with Comp. App. (AT) No. 36 of 2026.