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2025 Supreme(Online)(NCLT) 6153
NATIONAL COMPANY LAW TRIBUNAL
Shri Sunil Kumar Aggarwal, Shri Radhakrishna Sreepada, JJ
Mr. Shankar Subramanya Bhat – Appellant
Versus
M/s. Canara Star Communications Pvt. Ltd. – Respondent
C.P. No. 137/BB/2019
For the Appellants/Petitioners: Shri A Murali, Shri Vishak Nag
For the Respondents: Shri Saji P John, Shri Ajai P. J
The tribunal concluded that the petitioners lacked locus standi to bring the case as they were no longer shareholders at the time of filing, invalidating their claims under the Companies Act.
Headnote:(A) Companies Act, 2013 - Sections 241, 242, and 169 - Petitioners alleged oppression and mismanagement in the company - Validity of share transfer questioned - Tribunal found that petitioners had ceased to be shareholders prior to petition filing, rendering the petition not maintainable - Various prayers made including declaration of shareholding and removal of directors, but petition dismissed as the primary issue of shareholder status was not satisfied. (Paras 1-10)
(B) Jurisdiction - Locus Standi - Petitioners not holding shares at the time of filing are barred from instituting the proceedings under the Companies Act - Requirements for the validity of share transfer as per Sections 56 and related rules examined. (Paras 7, 8, 9)
Facts of the case:
Petitioners claimed illegal ownership transfer of shares and contesting removal from directorship but were found to have transferred all shares previously. The Tribunal emphasized compliance with proper procedures during share transfer and removal as directors.
Findings of Court:
Petitioners’ claims were dismissed, affirming they were no longer members or shareholders by the time of the petition.
Issues: 1. Validity of share transfer. 2. Maintainability of the application under the Companies Act. 3. Nature of alleged fraudulent transaction.
Ratio Decidendi: The Tribunal held that the petitioners, having transferred shares, lack the requisite legal standing to maintain the petition as shareholders, affirming the procedural compliance of share transfer.
Result: Petition dismissed without costs.
| Table of Content |
|---|
| 1. petitioners' request for declaration of shareholding. (Para 1 , 2) |
| 2. details of shareholding and transactions. (Para 3 , 4 , 5 , 6 , 7 , 8 , 9 , 10) |
ORDER
Per: RADHAKRISHNA SREEPADA, Member (Technical)
1. The Company Petition is filed on 26.07.2019 with following prayers
a) declare that 50% of the shareholding of the Company lies with the petitioner group, and the shareholding of the Respondent No.2 is only 50%;
b) declare that the alleged transfer of 2,62,000 shares from the Petitioners to the Respondent Nos. 2 and 3 is null and void ab initio and is non-est in law and consequently set aside the same;
c) direct the Respondent No.1 Company to rectify the register of members by deleting any transfer of shares from the petitioners to Respondent Nos. 3 and 4 and incorporate the names of the petitioners with the number of shares held as per their share certificates.
d) Declare that the EGM called on April 30, 2018 to remove the petitioners as directors of the company null and void ab initio and is non-est in law and direct the register of members of the Company be rectified.
e) Declare that the Respondent No.3 is not a shareholder in the company, and consequently, pass an order of restraining the Respondent No.3 from claiming or representing to any person that she is a shareholder of the company;
f) Declare the agreements entered into between the company and respondent no.2 (directly or through companies associated with respondent no.2 ) as illegal and void;
g) Declare that the purported letter dated 07.05.2018 sent by email dated 9.06.2018 is illegal and the petitioners continue to remain directors of the company;
h) Declare that the Respondent nos. 4 & 5 are not duly appointed directors of the company, and consequently direct the respondent nos. 4 & 5 to make good the loss suffered by the company at their hands, including their salary, benefits, perks, or any other expenses of theirs which was borne by the company;
i) Direct the Respondent no.2 to reimburse the Respondent No.1 Company to the extent of all diverted revenue of the Respondent No.1 Company along with interest from the date the Respondent No.2 took over the management of the Company till date at the rate of interest charged on loans taken by the Respondent No.1 Company.
j) Cancel the 2,62,000 shares held by the Respondent No.2 and consequently reduce the share capital of the Company;
k) Declare that the appointment of Respondent No.6 was done without authority;
l) Surcharge the Respondent No.2 to 6 for losses of whatsoever nature caused to the petitioners and the Respondent No.1 Company and direct them to make good all the losses caused to the Respondent No.1 Company.
m) Pass any other and further order that this Hon’ble Tribunal deems fit and proper in the facts and circumstances of the captioned manner.
2. Facts of the case & Submissions of the Petitioner
a) The present petition filed is on 26.07.2019 under Sections 241 of the Companies Act, 2013 . It is declared that the petition is within the prescribed limitation period laid down in Section 241 , as the cause of action arose from the false claimed by Respondent No.2 by email dated 09.06.2018.
b) It is submitted that the Respondent No.1 Company is incorporated under the Companies Act, 1956 and engaged in the business of providing internet services and cable services to its customers/subscribers.
c) It is stated that the Petitioners together individually hold over 10% of the issued share capital in the Respondent No.1 Company and comprise the only two directors in the Respondent No.1 Company. The Petitioners are directors of the Company as well as Star Cable Infonet Pvt Ltd.
d) It is submitted that the share certificates of petitioners have been handed over to the Respondent No.2 vide share pledge agreement dated 11.09.2017 executed between the parties. It is further submitted that the Annual returns for the F.Y. ending 31.03.2018 and 31.03.2019 of the Company have not yet been filed with the ROC.
e) The Respondent
