ORDER

(Hybrid Mode) [Per: Ms. Shreesha Merla; Member (Technical)] : 1. Aggrieved by the Impugned Order dated 26.07.2023 passed by the National Company Law Tribunal, Chennai Bench – II (NCLT) on 26.07.2023 in C.P./138(CHE)/2022, by which Impugned Order, the NCLT has allowed the Applications, M/s. Avanti Metals Pvt. Ltd., has preferred this appeal. The NCLT has observed as follows:

“It is seen from the reply filed by the respondent that Respondent has no objection to the said transfer save except formalities to be completed as per the Companies Act. However, the same is not specified in the reply of the respondent.

Respondent submits that no will of the deceased has come to the knowledge of the respondent.

Respondent is directed to transfer 18055 number of equity shares in the name of the Applicant after obtaining an indemnity to the satisfaction of the respondent within a period of 2 weeks from the date of this order.

From the above directions, this application is allowed and disposed off.” 2. The Learned Counsel for the Appellant Mr. Arun Karthik Mohan submitted that the Appellant is a Private Limited Company in which Mr.

Arun Gupta, was allotted 54,166 shares in the Appellant Company on 30.03.2015. While so, Mr. Arun Gupta died intestate on 22.11.2020, consequently his son Mr. Alkesh Gupta sought for transmission of the shares of Mr. Arun Gupta in his name by issuing a Demand Notice to the Appellant dated 01.11.2021. It is submitted that there are three Legal heirs: the first being Mrs. Kusum Gupta, his wife, the second being the eldest son, Mr. Alkesh Gupta and Mr. Kushal Gupta, the second son. It is submitted that the Respondent had issued the Notice without intimating the other legal heirs and subsequently approached the NCLT by way of C.P. No. 138/2022 filed under Section 58 of the Companies Act 2013, (hereinafter referred to as ‘the Act’) seeking transmission of the shares of Mr. Arun Gupta in proportion to his stated entitlement as a Legal heir, in his name.

3. It is argued that such transmission can only be done following the proper procedure and submitting the necessary documents namely, a.

Original share certificate, b. Certified copy of death certificate and Legal heirship certificate. Succession Certificate d. Probate e. Specimen signature of the Successor etc. It is submitted that the NCLT has ordered the transmission of the shares without such necessary documentation, which is erroneous. Clauses 8.14 and 8.15 of the Articles of Association of the Appellant Company read as hereunder:

“8.14 On the death of a member, the surviving joint holder(s) where the member was a joint holder shall be the only person recognized by the company as having any title to or interest in the shares.

holder of a succession certificate in respect of the estate of a deceased member not being one of the joint holders, shall be the only person(s) whom the company may be bound to recognise as having any title to the shares registered in the name of such member.” 4. It is submitted that these two clauses mandate the requirement of a Succession Certificate. It is contended by the Learned Counsel for the Appellant that one of the other Legal heirs namely, Mrs. Kusum Gupta, wife of the deceased member, also filed an Appeal against the very same Impugned Order asserting rights over the subject shares on the basis of a family arrangement and alleging fraud. Company Appeal (AT) (CH) No. 76/2023, this Tribunal taking note of the grievances of Mrs. Kusum Gupta deemed it fit and proper to permit her to file an appropriate Application seeking recall of the Impugned Order dated 11.12.2023 in C.A. (AT) (CH) No. 76/2023. The Learned Counsel for the Appellant placed reliance on this Order which is reproduced as hereunder:

C.A. (AT) (CH) No. 87/2023 5. It is contended that having regard to the contentions of the other legal heirs a Succession Certificate is extremely important and the SEBI Circular dated 18.05