The court established that adherence to statutory requirements and the Articles of Association prevails over technical objections in shareholder transmission cases, requiring compliance to facilitate rightful share transfer.

ORDER

Per Coram

1. The present Company appeal under section 58(3) Read with 59 of the Companies Act, 2013 , has been filed by the appellant seeking the following reliefs: -

A. To issue a direction to the 1st Respondent Company and the 2nd Respondent, to carry out transmission of 6000 shares held by Late Ms. Sylvaine Perret-Gentil in the 1st Respondent Company to Appellant.

B. To issue a direction to the 1st Respondent Company and the 2nd Respondent, to rectify the register of members of the 1st Respondent Company so as to reflect 6000 shares in the name of the Appellant herein.

Interim Relief: -

A. To retrain the 2nd respondent from exercising any rights in respect of 6000 shares held by late Ms. Sylvaine Perret-Gentil;

B. To permit the appellant to attend all the General Meetings of the 1st respondent and to exercise voting rights in respect of 6000 shares which she is entitled to;

C. To refrain the Respondents from alienating the property of the Company pending consideration of the Company Appeal.

2. The respondent company was incorporated on 21.12.2017 under the provisions of the Companies Act, 2013 . The company operates an Ayurvedic Resort/Clinic situated in its property measuring 24 Ares and 80.00 Sq. M., in Re.Sy.No.180/3, Kulathur Village, Thiruvananthapuram District. The appellant’s sister, Ms. Sylvainne, is a major shareholder of the respondent company, holding 6,000 shares, as reflected in the company’s annual return and Memorandum of Association.

3. It is submitted by the appellant that Ms. Sylvainne Perret-Gentil passed away on 02.08.2023 at the age of 61, leaving behind her mother, Ms. Francine Louise, and her sister, the appellant. Following her death, a Succession Certificate/Certificate of Inheritance was issued by the Justice of the Peace of the District of Lausanne, Switzerland. The death of Ms. Sylvainne caused great distress to the appellant and her mother, and the appellant was initially unaware of the affairs of the respondent company. The appellant’s mother, Ms. Francine Louise Perret-Gentil, has also executed a No Objection Certificate consenting to the transfer of the shares held by the deceased Ms. Sylvainne Perret-Gentil in favor of the appellant.

4. The appellant stated that Ms. Sylvainne Perret-Gentil met the 2nd respondent, Mr. Paulose Ambrose Netto, during her visit to Kovalam, and together they decided to start an Ayurvedic Spa/Clinic, leading to the incorporation of Whispering Kera Ecological Homestay Private Limited on 21.12.2017. Relying on the assurances of the 2^nd respondent, Ms. Sylvainne invested a total of Rs.3,66,89,156/- towards the purchase of land, building, furniture, and equipment, partly using funds borrowed from her mother. After the property was purchased on 31.01.2018, the 2^nd respondent began sidelining Ms. Sylvainne, despite her being the major investor and holder of 6,000 shares, while the 2^nd respondent held 4,000 shares. It is further submitted that no physical share certificate was ever issued to Ms. Sylvainne by the company.

5. The appellant further submitted that from February 2019 onwards, the 2^nd respondent ceased cooperating with Ms. Sylvainne, failed to renew the homestay licence, and began using the company property for his personal benefit, leading Ms. Sylvainne to lodge a police complaint on 01.04.2019 before the Poovar Police Station. No Annual General Meetings have been held, nor have any statutory returns been filed by the company after the year ending 31.03.2018. Following Ms. Sylvainne’s death, the 2^nd respondent threatened the appellant and failed to cooperate regarding transmission of shares. Though he sought the death and succession certificates by email dated 13.0