NATIONAL COMPANY LAW TRIBUNAL

COURT-V, MUMBAI BENCH

114. IA/15/2025 CP/137(MB)2024

IN THE MATTER OF

Nauman Zahid

VS

Allied Digital Services Limited

U/s 58(3) &Sec. 59 of the Companies Act, 2013

Order Delivered on 29.01.2025

CORAM:

MS. REETA KOHLI, MS. MADHU SINHA,

MEMBER (J) MEMBER (T)

Appearance:

For the Applicant:- Adv. Joby Matthew (VC)

For the Respondent:-Adv. Vaibhav Dalvi (PH)

_______________________________________________________________

ORDER The learned counsel has drawn our attention to the apostilled copy of the Vakalatnama placed on record. In view of the same. IA is allowed and Vakalatnama taken on record.

IA/15/2025:- The prayer in the present case is as under:-

“(1) The Applicant/ Petitioner seeks rectify his address in

the captioned Company Petition to "1884 COUNTY Road i,

Somerset, Wi 54025"

(2) The Appellant/ Petitioner seeks permission to submit

the Apostilled Copy of the Vakalatnama and the Company Petition No. 13 7 of 2024 in accordance with Article 3 of the Hague Conference on Private International Law, 1961 ("Apostille Convention"), and the Office Memorandum of the Ministry of External Affairs dated November 18, 2020 ("MEA Memorandum"), permitting the use of Apostilled documents.”

CP/137(MB)2024: - The prayer in the present case is for directing the transfer of 14,90,000 shares to the petitioners’ beneficiary account with Saket Consultants Limited and directing the Allied Digital Services Limited to rectify the register of members and enter the name of the petitioner to the extent of 14,90,000 shares. The case of the Applicant is that Collab9 Inc. transferred its 14,90,000 shares vide letter dated 28.06.2017, to the Petitioner and sent SH-4 Form executed on 30.09.2016. The Board Resolution dated 30.09.2016 placed on record clearly states that the company i.e., Collab 9 Inc. has received consideration of cash from Mr. Nauman Zahid i.e. the applicant. The case of the applicant further is that since the equity shares were in physical form both the Applicant and also the transferor Collab 9 Inc were required to have the permanent account number and open the Dmat Account. The case of the applicant is that the transferee company could not get the Dmat account opened which was the prerequisite for transferring the shares because of the bankruptcy proceedings initiated against them in 2021. We are informed that the transferee company is undergoing liquidation proceedings in US. The counsel for the applicant has also drawn our attention to the letters sent by the Registrar and Transfer Agent of the Respondent company dated 26.04.2024, 29.04.2024 and also 03.07.2024 wherein it has been stated as under:-

“Please kindly note that our actual reply is the reply dated

26/04/2024 received by you on 29/04/2024, where we inform you that physical transfers of shares have been stopped by SEBI on 1^st April

2019 Hence, we reiterate that kindly please instruct your client to avail a court order for the title of the captioned shares in the Folio No. 0000050 as transfer of physical shares can only be allowed by a Court Order.”

Mr. Vaibhav Dalvi legal Executive present in court on behalf of the Respondent company submits that the Respondent company has no objection to transferring the stated share in the name of the applicant as long as the applicant complies with the issues raised by the RTA and in the present case the RTA has only asked for the Court order hence, no objection on the part of the Respondent. Keeping in view the above said we deem it appropriate to issue notice to the Respondents. Let the Registry as well as Applicant serve notice upon the Respondent and to submit service report along with notice copy sent to Respondents, postal receipt, track report/acknowledgement at least seven days before the next date of hearing.

Upon service, the Respondents are directed to file the reply (before the next date of hearing) by serving an advance copy with the Counsel opposite.

Adjourned to 26.03.2025 for arguments.

Sd/- Sd/-

MADHU SINHA REETA KOHLI Member(