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2023 Supreme(Online)(NCLT) 2586
NATIONAL COMPANY LAW TRIBUNAL
DR. VENKATA RAMAKRISHNA BADARINATH NANDULA, SH. CHARAN SINGH, JJ
Mr. Gireesh Kumar Sanghi (HUF) – Appellant
Versus
Sanghi Industries Limited – Respondent
CP No. 33/59/HDB/2018 | CP 27 to 35
For the Appellants/Petitioners: Shri S. Chidambaram, Shri Yogesh Jagia
For the Respondents: Shri Venkata Vardhan, Shri S. Sai Sudharshan, Shri Pulkit Jain, Ms. Aishwarya Chevuturi, T. Vijay Kumar, Shri Sharad Sanghi, Shri Jagadish, Shri A.Kalyan Chakravarthy, Shri Y.Suryanarayana
The tribunal's jurisdiction under Section 59 of the Companies Act is summary and cannot be invoked where serious disputed questions exist; such matters must be addressed in civil court.
Headnote:(A) Companies Act, 2013 - Section 59 - Petition under Section 59 seeking rectification of share register - Dismissal of petition as maintainable - The petitioner alleged illegal transfer of shares and sought to declare transfer as null and void - The court held that the matter involved serious disputed questions warranting resolution before a civil court, thus rendering the tribunal’s rectificatory jurisdiction inappropriate. (Paras 1, 6, 36, 37)
(B) Jurisdiction - Summary nature of rectificatory jurisdiction under Section 59 of Companies Act, restricted when serious disputed facts arise - It must not be used for adjudication of complex issues. (Paras 36, 37)
(C) Locus Standi - The petitioner lacked standing to represent corporate entities without their authorization, impacting the petition’s maintainability. (Paras 3.2, 36)
| Table of Content |
|---|
| 1. overview of the shares transfer case. (Para 1 , 2) |
| 2. claims and counterclaims regarding shareholding. (Para 4 , 5 , 6 , 7 , 8 , 10 , 11 , 13 , 14 , 15 , 16) |
| 3. court's summary jurisdiction and findings. (Para 25 , 26 , 27 , 28 , 29 , 30 , 31 , 32 , 33 , 34 , 35 , 36) |
| 4. final ruling and dismissal of the petition. (Para 37 , 38) |
ORDER
1. This Petition is filed by Mr. Gireesh Sanghi who is a Promoter and Shareholder of the Respondent No. 1 Company under Section 59 of the Companies Act, 2013 , challenging the illegal transfer of the shares of Respondent No.1 Company by Respondents and sought the following reliefs: -.
a. An order declaring that 1,33,62,800 shares of R7 to R17 transferred on 18.12.2014 is illegal and null and void and also in violation of Orders of Hon’ble Company Law Board, 23.10.2008 and 28.10.2009.
b. Directions for 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, previously 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:
| Sl. No. | Name of the Respondent | Impugned Transfer of Shares |
| 1 | SZF Pvt Ltd (R7) | 24,00,000 |
| 2 | Balaji Zippers Pvt Ltd (R8) | 6,00,000 |
| 3 | Sanghi Poly Zips Pvt Ltd (R9) | 6,00,000 |
| 4 | Sanghi Synthetics Pvt Ltd R10) | 6,00,000 |
| 5 | Alpha Zippers Pvt Ltd (R11) | 6,00,000 |
| 6 | Fancy Zippers Pvt Ltd (R12) | 6,00,000 |
| 7 | SKK Zippers Pvt Ltd (R13) | 6,00,000 |
| 8 | Maruthi Fasteners Pvt Ltd R14) | 6,00,000 |
| 9 | Sanghi Threads Pvt Ltd (R15) | 6,00,000 |
| 10 | Sanghi Filaments Pvt Ltd (R16) | 7,50,000 |
| 11 | Sanghi Polyesters Ltd (R17) | 54,12,800 |
| Total | 1,33,62,800 |
c. Directions to Respondent No.18 to effect the changes to the beneficiary accounts immediately.
2. The averments made in the Petition in brief are:-
2.1 The Petitioner is the holder of 78,66,000 (Seventy Eight Lakhs Sixty Six Thousand only) equity shares of Rs. 10/- (Rupees Ten only) each fully paid as on September 2017. Copy of the shareholding pattern which has been uploaded by R-1 Company in the BSE website is annexed and marked as Annexure – A2).
2.2 Respondent No.1 i.e. Sanghi Industries Limited (CIN:L18209TG1985PLC005581) is a Company incorporated under the provisions of the Companies Act, 1956 on 14.06.1985 having its registered office at Sanghi Nagar, Hayat Nagar Mandal TQ, Ranga Reddy District – 501511 in the State of Telangana. The Respondent No. 1 Company was initially incorporated as Sanghi Leathers Private Limited. The Board of Directors of the Respondent No.1 Company in order to expand its business ventured into manufacturing of synthetic leathers, packaging tapes, insulation tapes, rigid PVC films, etc., decided to convert the Respondent No.1 Company into Public Limited and accordingly got the said Company converted into a Public Limited Company and changed its name to Sanghi Industries Limited.
2.3 Respondent No.2 i.e. Mr. Ravi Sanghi/Shareholder of the Respondent No. 1 Company and beneficiary of the impugned transfer of shares and Respondent No.3 Sudhir Sanghi/Director of R7 to R17 are the sons of Late. Ram Sharan Sanghi.
2.4 Mr. Sidharth Sanghi son of Mr. Sudhir Sanghi, Mr. Amit Sanghi, son and Mrs. Swati Sanghi Daughter of Late Mr. Anand Prakash Sanghi are directors of R7 to R17 and R7-R-16 respectively and are arrayed as Respondents Nos.3 & 4 respectively.
2.5 Respondent Nos. 5 to 14 (Now represented by R-3 and an inactive Company) and Respondent Nos. 15 to 17 are Private Limited Companies incorporated under the Companies Act, 1956 , are Shareholders of the Respondent No. 1 Company and party to the impugned transfer of shares.
2.6 Respondent No. 18 i.e. CIL Securities Limited a Company incorporated under the Companies Act, 1956 is a Registrar & Transfer agent of R1company and party to the impugned transfer of shares.
2.7 The Authorized Equity Share Capital of the Respondent No. 1 Company as per MOA is Rs.550,00,00,000/- (Rupees Five Hundred and Fifty Crores only) divided into 27,50,
