JUDGEMENT

(Date: 21.9.2023) [Per.: Dr. Alok Srivastava, Member (Technical)] The two appeals namely, Company Appeal (AT) No. 148 of 2023 and Company Appeal (AT) No. 132 of 2023 have been filed by the respective Appellants who are aggrieved by the order dated 5.7.2023 (in short “Impugned Order”) passed by National Company Law Tribunal, New Delhi in Company Petition No. 163 (ND)/2021.

2. In brief the facts of the case insofar as they are relevant to these appeals are that Shri Gagan Parasher (now deceased) and his brother Shri Gunjan Sharma were running a company by name of Shanivi Constructions Pvt. Ltd. This Company, in course of time, did quite well and started deriving large revenue from infrastructure projects being carried out by the Company. Shri Gagan Parasher, the elder brother, owned 45000 equity shares in the Appellant Company, while Shri Gunjan Sharma owned the rest of equity shares in the total shareholding of the company.

Shri Gagan Parasher passed away on 25.04.2020, leaving a ‘Will’ whereby he bequeathed his entire shareholding of 45000 equity shares in the Appellant company to his younger daughter Kaashvi Parasher, who is Respondent No. 1 in Company Appeal (AT) No. 148 of 2023.

3. It is stated by the Appellant that Shri Gagan Parasher and his wife had matrimonial issues which resulted in divorce decree dated 11.7.2018 between them, and subsequently Smt. Priti Parasher, his former wife started living separately with her elder daughter Kashish Parasher. After Shri Gagan Parasher’s death, his younger daughter Kaashvi Parasher sent a letter dated 27.1.2021 addressed to the Board of Directors of Shanivi Constructions Pvt. Ltd. for transmission of 45,000 equity shares held in the Appellant company by late Shri Gagan Parasher to her. In view of the fact that the ‘Will’ of Shri Gagan Parasher, by which he had bequeathed his 45000 shares in the Appellant Company to Kaashvi Parasher and because ‘Will’ included a condition that Kaashvi Parasher shall sell these shares to the Appellant Company and if the Appellant Company is not willing to purchase the said shares within five years, she would be free to sell the shares in the open market, the Appellant Company sent a reply dated 22.2.2021 to Kaashvi Parasher whereby the Company offered to purchase the said shares from Kaashvi Parasher after valuation report of the shares is available. On such basis, the Company refused to transmit the said shares in the name of Kaashvi Parasher and urged her to withdraw letter dated 27.1.2021.

4. The Appellant Company has further stated that while these proceedings were going on, the Appellant Company started to pay Rs. 50,000/- p.m. for monthly expenses to Kaashvi Parasher. The Appellant Company has further stated that since Kaashvi Parasher was aggrieved by the letter dated 22.2.2021 whereby the Company had had refused to transmit the 45,000 shares in her name, she preferred Company Petition No. 166 (ND)/2021 before the National Company Law Tribunal, New Delhi in which the Impugned Order was passed on 5.7.2023. The Appellant Company Shanivi Constructions Pvt. Ltd. (in Company Appeal (AT) No. 148/2023) and the Appellants, Gunjan Sharma and Abhinav Goyal (in Company Appeal (AT) No. 132 of 2023) have preferred the respective appeals aggrieved by the said Impugned Order.

5. We heard the arguments advanced by the parties in both the appeals under consideration and perused the record in both the appeals with their able assistance.

6. The Learned Counsel for Appellants has argued that Shanivi Constructions Pvt. Ltd. was being run by the two brothers, Gagan Parasher and his younger brother Gunjan Sharma, and in course of time this company developed extremely good business resulting in a positive growth in turnover from year to year. He has further argued that Shri Gagan Parasher owned 45,000 equity shares in the company (68% of shareholding) and the remaining 32% of shareholding was held by the younger brother Shri Gunjan Sh