ORDER

Per: Coram

Brief Facts

1.1. On 24.04.2024, Nutan Pradhan (Petitioner in Company Petition) executed a Gift Deed in favour of Mr. Kiran J. Patil (Original Respondent No. 7) whereby the Petitioner transferred, by way of gift, 5,000 fully paid-up equity shares of Ghatge Patil Automobiles Pvt. Ltd. (Company/Original Respondent No. 1), bearing face value of Rs. 100/- each, carrying distinctive numbers 31334 to 36333 and Share Certificate No. 52 (said 5,000 shares). The said gift was duly accepted by Original Respondent No. 7.

1.2. On 29.04.2024, Original Respondent No. 7 made an application to the Company for registration of the transfer of the said 5,000 shares gifted in his favour by the Petitioner. Notwithstanding the said application, the Company failed to take any decision thereupon.

1.3. Being aggrieved by the inaction on the part of the Company in registering the aforesaid transfer of shares, Original Respondent No. 7, in July 2024, instituted CP No. 149 of 2024 before this Tribunal, invoking the jurisdiction under Sections 56, 58 and 59 of the Companies Act, 2013, seeking rectification of the Register of Members of the Company.

1.4. This Tribunal vide its Order dated 24.03.2025, directed the Applicant therein to prefer a fresh application before the Company within a period of one week from the date of the said order, accompanied by a complete set of duly notarised documents. The relevant extract of the said Order is as under:

“We are of this view that the Petitioner shall make another fresh Application to the Company within a period of 1 week from today, with the entire set of documents duly notarized, to the Respondent Company. The company may take decision on this application within 3 weeks thereafter. If the parties are still not satisfied, they may re-approach this Tribunal with their grievances. The CP / 149 /2024 is accordingly dismissed at the admission stage itself.”

1.5. Being Aggrieved by the aforesaid order dated 24.03.2025, the Company preferred an appeal before the Hon'ble NCLAT, registered as Company Appeal (AT) No. 205 of 2025.

1.6. In the interregnum, and in compliance with the Order dated 24.03.2025 passed by this Tribunal, Original Respondent No. 7 made endeavours to register the transfer of shares and addressed correspondences to the Company dated 25.03.2025, 05.05.2025 and 14.05.2025, seeking registration of the said transfer.

1.7. In response to the aforesaid correspondences, the Petitioner received a reply from the Company vide letter dated 15.05.2025, wherein the Company communicated as follows:

“We are in receipt of your above referred letters. We wish to inform you that your submissions are not tenable. Please take note of the same."

1.8. The Petitioner thereafter received a Notice dated 24.05.2025, convening an Extraordinary General Meeting (EOGM) of the Company on 21.06.2025, wherein it was proposed to amend the Articles of Association of the Company by introducing provisions to restrict the transferability of shares held by the shareholders of the Company.

1.9. Being aggrieved by the aforesaid actions, the Petitioner instituted the Company Petition No. 116 of 2025 (Captioned Petition/Present Petition) before this Tribunal under Sections 241 and 242 of the Companies Act, 2013.

1.10. This Tribunal vide order dated 20.06.2025 granted ad-interim relief by deferring the proposed EOGM scheduled for 21.06.2025. The said ad-interim relief was further continued vide the subsequent Order dated 04.07.2025 passed by this Tribunal.

1.11. This Tribunal vide Order dated 01.08.2025 recorded that the Counsel for the Petitioner had offered to hand over the original Share Certificate along with the original Share Transfer Form; however, the Respondents raised objection to the said transfer on the ground that the petition had been filed by the transferor and not the transferee.

1.12. The Hon'ble NCLAT vide its Order dated 04.09.2025 passed in Company Appeal (AT) No. 205 of 2025, directed the Transferee to file