Rectification jurisdiction under Section 59 of the Companies Act, 2013 cannot be exercised in cases involving disputed facts, directing parties to appropriate forums for resolution of such disputes.

ORDER

1. This is an application filed under Section 59 of the Companies Act, 2013 , Read with Rule 11 of NCLT Rules, 2016 seeking for the following relief(s):

a. Declare that 58,70,000 of Petitioner Company shares transferred on18.12.2014 is in willful violation of Orders of Hon’ble Company Law Board, 23.10.2008 and 28.10.2009.

b. Direct rectification of Register of Members of Respondent No. 1 Company to the extent of 58,70,000 shares transferred to Respondent No. 2 on 18.12.2014, previously held Petitioner Company and restore the Petitioner’s name in the members register of R1 Company.

c. Declare that 1,33,62,800 shares of R7 to R17 transferred on18.12.2014 is in willful violation of Orders of Hon’ble Company Law Board, 23.10.2008 and 28.10.2009 and in addition illegal, null and void.

d. Direct rectification of Register of Members of Respondent No.1 Company to the extent of 1,33,62,800 shares transferred to Respondent No.2 on 18.12.2014, previous held by R7 to R17 and as detailed below and consequent rectification of shareholding of R2 in R1 Company by restoring name of R7 to R17 in members register of R1 Company:

e. Direct the Respondent No.18 to effect the changes to the beneficiary accounts immediately.

f. Direct the Registrar of companies, to initiate appropriate proceedings against directors of R7 to R17 at the contemporaneous time (on 18.12.2014) for fraudulently transferring the shares of held by Respondent No. 7 to 17 without receiving consideration.

g. Further any other consequential, incidental or other order(s) as this Hon’ble Tribunal may deem fit in the circumstances of the case.

2. Brief averments made by the Petitioner:-

a. The present petition is filed by the petitioner for impugned transfer of shares occurred on 18.12.2014 without the knowledge of the petitioner.

b. It is averred that, Respondent No.1(Sanghi Leathers Private Limited) is initially private limited Company, later expanded its business and ventured into various other industries and thus decided to convert Respondent no.1 into Public Limited Company and changed its name to Sanghi Industries Limited.

c. It is averred that Respondent no.1 Company and Respondent no.7-17 are part of Sanghi Group of Companies.

d. The petitioner Company submits that the Company holds58,70,000 equity shares of Rs.10/- each fully paid out of the total paid up capital of the Respondent no.1 Company.

e. It is averred that R.7-17 being part of Sanghi Group of Companies together were holding 3,84,08,300 which amounts to 17.45% of the total equity paid-up share capital of the R1 Company. The details of shareholding pattern is mentioned below:

The above transfers have been affected by the Respondent Companies without receipt of any consideration in favour of R2. The shareholding p