An Application under section 58(3) of the Companies Act 2013;

IN THE MATTER OF:

Smt. Rita Roy Wife of Shri Pranab Roy, permanently residing at CL 93, Sector II, Post Office Sech Bhawan, Police Station Bidhannagar (East), District North 24 Parganas, PIN 700 091, State of West Bengal … Petitioner Versus

1. M/s. Salt Lake Wine Private Limited A company incorporated under the provisions of the Companies Act 1956 as adopted by the Companies Act 2013, having its registered office at AE Market, Shop No. 1, Sector I, Post Office CC Block, Salt Lake, Police Station Bidhannagar (North), District North 24 Parganas, PIN 700 064, State of West Bengal, represented by its Director Shri Pranab Roy son of Late Pankaj Lall Roy @ Pankaj Roy alias Pankaj Lal Roy

2. Shri Pradip Roy Son of Late Pankaj Lall Roy @ Pankaj Roy alias Pankaj Lal Roy, residing at 8B, Abhoy Mitra Street, Police Station Shyampukur, Post Office Hatkhola, Kolkata 700 005, working for gain as Director of M/s. Salt Lake Wine Private Limited …Respondents

3. Shri Pranab Roy Son of Late Pankaj Lall Roy @ Pankaj Roy alias Pankaj Lal Roy, permanently residing at CL 93, Sector II, P.S. Bidhannagar (East), District North 24 Parganas, PIN 700 091, State of West Bengal, working for gain as Director of M/s. Salt Lake Wine Private Limited.

…Proforma Respondent Coram:

Shri Labh Singh : Member (Judicial)

Ms. Rekha Kantilal Shah : Member (Technical)

Appearances (via hybrid mode)-:

For the petitioner i. Ms.Sugata Shankar Roy, Adv.

ii. Ms. Neel Pahari, Adv.

Respondent No.1 & 3 i. Mr.Pranab Roy, Adv.

Date of Pronouncement-: 27.02.2026

ORDER

Per: Rekha Kantilal Shah, Member (Technical)

1. This appeal has been filed praying for the following reliefs:

a. An Order directing the transfer of the five number of shares of Salt Lake Wine Private Limited being Share Certificate No. 16 to 20, Distinctive Nos. 16 to 20 transferred to the Applicant by the Respondent No. 3 be registered by the Respondent No. 1 Company and the Respondent No. 1 Company shall comply such order within a period of 10 days of the receipt of the order;

b. An Order directing the Respondent No. 2 to be present in the next Board Meeting to convene and register the transfer of five number of shares having Share Certificate No. 016 to 020 under Distinctive Numbers 16 to 20 in favour of the Applicant within a specified period;

c. An Order directing the Return of five number of shares having Share Certificate No. 016 to 020 under Distinctive Numbers 16 to 20 after necessary incorporation of transfer by the Respondent No. 1 Company to the Applicant;

d. Such Other/Further Order/Orders, Direction/Directions as this Hon'ble Tribunal may deem fit and proper for the ends of Justice.

Background of the Case

2. The Petitioner's father-in-law, Late Pankaj Lall Roy @ Pankaj Roy alias Pankaj Lal Roy, was the sole proprietor of M/s. Salt Lake Wine Shop since 1980, dealing in foreign liquor and alcoholic drinks at AE Market, Shop No. 1, Bidhan Nagar, Sector I, Kolkata 700 064. On 16th September 1988, he converted the proprietorship into a private limited company, and M/s. Salt Lake Wine Private Limited (Respondent No. 1) was incorporated under the Companies Act 1956, holding Certificate of Incorporation No. 21-45206 of

1988 (CIN: U15520WB1988PTC045206).

3. Original Shareholders and Share Allotment:

The subscribers to the Memorandum of Association comprised:

a. Pankaj Lall Roy (father-in-law of Petitioner)

b. Bijoya Roy (mother-in-law of Petitioner, since deceased)

c. Pradip Roy (Respondent No. 2, elder brother-in-law)

d. Pranab Roy (Respondent No. 3/Proforma Respondent, husband of Petitioner)

e. Pravat Roy (youngest brother-in-law, since deceased)

f. Each subscriber initially held 5 equity shares of Rs.

1,000 each, totaling 25 equity shares at incorporation on or about 14th April 1989. Subsequently, on 11th February 1993, the company allotted 280 additional equity shares to Pankaj Lall Roy, making him the owner of 285 equity shares.

Death of Pankaj Lall Roy and Subsequent Sharehold