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ANIL L. PANSARE
Maharashtra Antibiotics and Pharmaceuticals Ltd. – Appellant
Versus
Environmental Engineers Inc. – Respondent
JUDGMENT :
The appellants are aggrieved by the order dated 27-10-2006 passed by the Company Law Board, Western Region, Bench at Mumbai in Company Petition No. 7/111A/CLB/WR/2004 directing the appellant no. 1 – M/s. Maharashtra Antibiotics and Pharmaceuticals Limited as also the respondent no. 2 - SICOM Limited to transfer the shares to the respondent no. 1, who allegedly purchased 40530 equity shares of Rs. 100/- each held by respondent no. 2.
2. The respondent no. 1 had approached the Company Law Board under Section 111A of the Companies Act, 1956 (for short ‘the Companies Act’) seeking directions to the appellant no. 1 to accept share transfer deeds along with share certificate and to transfer 40530 shares of Rs. 100/- each in the name of respondent no. 1.
3. The appellant no. 1 is joint venture of Government of India through appellant no. 2 - Hindustan Antibiotics Limited, which is wholly owned company having share holdings of the Government of India, Government of Maharashtra through respondent no. 2 – SICOM and IDBI Bank. The appellant no. 2 holds 59% shares of the appellant no. 1 – company, respondent no. 2 had 33% shares and IDBI has 8% shares.
4. There is no dispute that Board
Share transfers made after the commencement of winding up are void unless sanctioned by the court, and must be justified as beneficial to the company.
The sale of property during winding up proceedings is void if executed without court sanction and with fraudulent intent to evade creditors' claims.
Under Section 536(2), post-petition dispositions voidable; court validates bona fide property transfers benefiting creditors via fair value payments where buyer ignorant via due diligence, despite di....
The legitimacy of share transfers and directorship must comply with the company's Articles of Association, and findings lacking evidence can be deemed legally erroneous.
The Companies Act, 2013 bars civil court jurisdiction in company disputes, mandating adjudication by the National Company Law Tribunal.
The tribunal confirmed that share transfers can occur during liquidation if bona fide and not prejudicial, supporting regulatory compliance under SEBI rules.
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