Judicial Analysis Court Copy Headnote Facts Arguments Court observation

2025 Supreme(Online)(NCLT) 8142

NATIONAL COMPANY LAW TRIBUNAL
Umesh Kumar Shukla, Technical Member, Kishore Vemulapalli, Judicial Member
Sriram Bhaskar Madala – Appellant
Versus
Janachaitanya Housing Pvt Ltd – Respondent
CP.NO. 16/59/AMR/2024|Contempt Petition (Companies Act)/2/2025|IA(Companies Act)/31/2025|IA(Companies Act)/29/2025|IA(Companies Act)/3/2025|IA(Companies Act)/36/2024|IA(Companies Act)/38/2024|IA(Companies Act)/39/2024|IA(Companies Act)/40/2024|IA(Companies Act)/41/2024

Advocates:
For the Appellants/Petitioners: Sheetal Srikanth, Narendra Naik, Viraaz Kaza
For the Respondents: M. Srinivasa Swarup, D.V.A.S. Ravi Prasad

The Tribunal has inherent powers under Rule 11 to direct forensic examination of disputed signatures to verify the authenticity of share transfer documents. Rectification of the register of members requires compliance with statutory provisions governing the valid transfer and transmission of securities.

Headnote:(A) Companies Act, 2013 - Sections 46, 56, 59, 425 - NCLT Rules, 2016 - Rule 11 - Rectification of register of members - Transfer and transmission of shares - Issues regarding validity of gift deeds and share transfer instruments - Forensic examination of signatures - Requirement of compliance with procedural norms for transfer and issuance of duplicate share certificates - Held, Tribunal has inherent powers under Rule 11 to direct forensic examination of disputed documents to ensure just adjudication. (Paras 44, 49, 50, 52)

(B) Evidence - Forensic Handwriting Examination - Admissibility and reliability of expert reports - Requirement of sufficient contemporaneous standard signatures for accurate comparison - Comparison of signatures on disputed transfer instruments against authenticated revenue records establishes common authorship or forgery. (Paras 48, 51, 52)

Facts of the case:
Petitioner sought declaration as the lawful holder of shares and rectification of the register of members alleging testamentary succession and a gift deed. Respondents opposed the petition, asserting the validity of an alternative transfer of shares to a third party based on separate documentation. Both parties alleged forgery of signatures on respective transfer forms and gift deeds. The Tribunal mandated a forensic examination of the documents to verify signatures and ordered the production of original records.

Findings of Court:
Forensic expert reports indicated the signatures on the documents supporting the respondent's case did not match the decedent's standard signatures, whereas those supporting the petitioner's claim were verified as genuine. The court observed that procedural lapses occurred in both parties' compliance with statutory requirements for share transmission.

Issues: The main issues were the authenticity of conflicting gift deeds and share transfer forms, the necessity of forensic examination for disputed signatures, and the procedure for rectifying the company's register of members.

Ratio Decidendi: Where competing claims for share ownership are predicated on disputed transfer documents, the Tribunal may exercise inherent powers to conduct forensic analysis to determine the genuineness of signatures. Rectification of the register of members is contingent upon strictly complying with the statutory requirements for share transfer as prescribed in the Companies Act. Result : Partly allowed and disposed of.

ORDER

This Company Petition has been filed vide Diary No. 1757 dated 10.12.2024 by Mr. Sriram Bhaskar Madala (“Petitioner”) under Section 59 of the Companies Act, 2013 (“CA, 2013”), read with Rule 11 and Rule 70 of the National Company Law Tribunal Rules, 2016 (“NCLT Rules”) seeking the following reliefs:

Main Reliefs:

A. To declare that the Petitioner is the lawful holder of 1425 equity shares of Rs.100/- each (comprising 28.5% of the share capital) of the Respondent Company.

B. To direct the Respondent Company to register the transfer/transmission of 1425 shares of Rs.100/- each (comprising 28.5% of the share capital) of the Respondent Company in favour of the Petitioner.

C. To direct the Respondent Company to rectify the Register of Members and register the Petitioner as the shareholder/member of the Respondent Company in respect of the said 1425 shares of Rs.100/- each (comprising 28.5% of the share capital) of the Respondent Company and issue share certificates accordingly.

D. To award costs relating to the present proceedings.

E. To grant such other reliefs as this Hon’ble Tribunal may deem fit, just and proper in the facts and circumstances of the case and in the interest of the justice.

Interim Reliefs:

A. permitting the publication of the notice of admission of this Petition under Rule 70 (1) and Rule 35 of the National Company Law Tribunal Rules, 2016 in daily newspapers one in English and the other in Telugu having circulation in and around Guntur;

B. restraining the Respondents from alienating, altering or in any other manner encumbering any of the assets of the Respondent Company except with the prior leave of this Hon’ble Tribunal;

C. restraining the Respondents from altering the shareholding pattern of the Respondent Company, either by increasing share capital or by sale or registering any transfer of any shares of the Respondent Company or otherwise undertaking any change in the control/board of directors/management/shareholding of the Respondent Company in any manner whatsoever;

D. restraining the Respondents from appointing any person or persons as Director of the Company in any manner;

E. appointing an independent director or observer on the Board of the Respondent Company in order to protect the interests of the Petitioner and the Respondent Company;

F. restraining the Respondents from passing any special resolutions under the Companies Act - 2013; and

G. passing any such further or other orders as may be necessary and just to ensure complete transparency in the affairs of the Respondent Company pending disposal of this petition, in the interest of justice.

The brief facts of the case, as pleaded in the Petition, are as under:

(i) The Petitioner is the grandson of Late Smt. Madala Sakuntala, who held 1,425 equity shares in the Janachaitanya Housing Pvt Ltd (“R1 Company”). She had two sons: (i) Late Madala Ratnagiri Babu (Petitioner’s father) and (ii) Madala Sudhakar (“R2”).

(ii) Late Madala Sakuntala executed a registered Will dated 11.04.2022, bequeathing her entire shareholding in the R1 Company to the Petitioner. She subsequently executed a Codicil on 29.04.2024, confirming that all assets not specifically mentioned would also devolve upon the Petitioner. The Respondents never disputed the Will or Codicil and have acted upon them in the past.

(iii) During her lifetime, she executed a Gift Deed dated 24.02.2024, gifting her 1,425 shares to the Petitioner out of love and affection. The Gift Deed records that duly executed share transfer forms (“SH-4”) dated 19.02.2024 were handed over to the Petitioner. The Respondents did not dispute the Gift Deed or the transfer documentation.

(iv) The combined effect of the Will, Codicil, Gift Deed, and SH-4 forms establishes that the beneficial ownership of the shares passed to the Petitioner. Late Madala Sakuntala passed away on 13.05.2024. Prior to her death, the Petitioner, by email dated 15.03.2024, informed the R1 Company of the transfer and furnished all suppo

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