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NATIONAL COMPANY LAW TRIBUNAL
Prabhat Kumar, Technical Member, Sushil Mahadeorao Kochey, Judicial Member
Yohan Gulab Immanual & Ors. – Appellant
Versus
The United Church of Northern India Trust Association & Ors. – Respondent
Key Points: - Petitioners sought rectification of the register of members claiming membership in Respondent No. 1 and challenged the merger; preliminary objection on locus standi raised. (!) (!) - Tribunal assessed eligibility criteria for membership under Sections 241 and 244; found petitioners not members as per amended Memorandum/Articles post-merger, thus lacking locus standi. (!) (!) (!) - Merger of UCNI into CNI was previously adjudicated and deemed valid in law; petitioners’ claims premised on illegality of merger were rejected. (!) (!) - Amended Articles restricted membership to a specific body (members of Respondent No. 12); petitioners not members of that body or of Respondent No. 12. (!) (!) - Post-merger entities and post-merger registrations (UCNI, Respondent No. 14) ceased to exist in relation to Respondent No. 1 Company; petitioners’ alleged elections by dissolved bodies not recognized. (!) (!)
ORDER
This Petition is filed by the Petitioners claiming themselves to be member of Respondent No. 1 Company. The Respondent No. 4, having appeared has raised a preliminary objection to the locus of the petitioners to file the present petition, contending that the petitioners are not member of the Respondent No. 1 Company. It is further urged that Respondent No. 1 Company is also registered under the Maharashtra Public Trusts Act, 1950 and therefore this Tribunal is not competent to entertain this petition.
Before adverting to the issue of maintainability, it is necessary to set out the brief factual background.
1. Factual Matrix:
1.1. The Petitioners have instituted Company Petition No. 159 of 2024 before this Tribunal under Sections 58 , 59, 241, 242 and 244 of the Companies Act, 2013 (“Act”). The petition raises grievances relating to the membership and management of Respondent No. 1 Company.
1.2. Respondent No. 1, United Church of Northern India Trust Association (UCNITA), was incorporated in the year 1939 under the Companies Act, 1913, and was thereafter registered as a Public Trust under the Maharashtra Public Trusts Act, 1950. The principal object of the said Company was to hold
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