JUDGMENT :

A.I.S. CHEEMA, J.

1. This Appeal has been filed by original Respondents – 2 and 3 against Impugned Judgment dated 04.07.2018 passed by the National Company Law Tribunal, Principal Bench (‘NCLT’, in short) in Company Petition 27(ND) of 2015. The Appellants claim to be shareholders as well as Directors in Nulon India Limited (hereafter referred as – ‘Company’) -arrayed as original Respondent No.1 (OR1) in the Company Petition. It is stated that the Company was incorporated on 08.05.1987. It appears that the first Directors were Respondent No.3 – Mahabir Prasad Golyan (original Petitioner No.2) and the Appellant No.2 - Krishan Kumar Golyan (original Respondent No.3 – OR3) and one L.K. Bajoria, said L.K. Bajoria resigned as Director on 27.07.1995. It is stated that the Appellant No.1 – Smiti Golyan (Original Respondent No.2 – OR2) was then inducted as Director.

2. We will refer to the parties in the manner in which they have been arrayed before NCLT and as reflected in the Impugned Order, which referred to the Amended Petition. It seems that earlier only OP1 – Yash Golyan filed Petition and then by amendment, his grandfather and grandmother appear to have been added as Petitioners with him. OR2 and 3 are admittedly parents of OP1 – Yash Golyan. OP2 and 3 are parents of OR3 Krishan Kumar Golyan.

3. According to the Appellants, OP2 - Mahabir Prasad Golyan decided that shares held in Company and several individuals should be transferred to an individual and accordingly shares were shown in the name of OP1 – Yash Golyan, when he became major. The Appellants claim that the shares were shown in his name without consideration. Appellants claim that OP1 was in USA on 31.03.2012 when the shares were transferred in his name. Appellants claim that as parents, they spent huge money on the education of OP1. The Appellants are also claiming that initially they helped the OP1 in setting up Master Franchisee of Simply Fondue Restaurant in India, but OP1 did not take business seriously and there were losses and the same was shut down in March, 2014. Appellants claim that as OP1 incurred huge expenses, as a feeling of guilt and remorse, he thought it fair to gift his shares held by him in two Companies - Nulon India Ltd. (OR1) and Nulon Global Limited to his mother – Appellant No.1 in January, 2014 for the upcoming silver anniversary celebration of his parents in February, 2014 in Koh Samui, Thailand. The Appellants claim that gift deed dated 23.01.2014 was prepared by Appellant No.2 – Krishan Kumar Golyan (OR2) which was duly signed by the OP1 – Yash Golyan. Along with the gift deed, OP1 transferred original 19 share certificates to Appellant No.2 – Krishan Kumar Golyan (see Appeal para – 7 b ix) and thus, the gift of shares stood complete on 23rd January, 2014 and there was enforceable contract between the Appellant No.1 – Smiti Golyan and OP1 – Yash Golyan. Again, the Appellants also claim that the gifted shares along with transfer deed were handed over by the OP1 to his mother – Smiti Golyan on 23.01.2014 (see Appeal para – 7 b x), which she lodged with the Company in the end of January, 2014, and the shares were transferred in favour of the Appellant No.1 – Smiti Golyan by following due procedure as per Articles of Association and the Companies Act. Thereafter, the original share certificates were transferred in the name of Smiti Golyan.

4. Appellants further claimed and it is also argued that the accounts for Financial Year 2013 – 2014 were approved in AGM for the Company held on 30.09.2014. Compliance certificate was prepared by the Company Secretary – Sanjay Kumar on 8th September, 2014 which is mentioned in the Director’s Report, which made it clear that some shares were transferred during the financial year. According to the Appellants, the approved balance sheets along with compliance certificate and audit report was filed by the Company on 27.10.2014 before Registrar of Companies and Annual Return was filed on 25th November, 2014.