J U D G M E N T

Per: Justice Rakesh Kumar Jain:

This order shall dispose of two appeals bearing CA (AT) (CH) No. 95

of 2023 filed by Mr. Gireesh Sanghi against the order dated 07.09.2023, passed by the National Company Law Tribunal, Hyderabad Bench – I (in short ‘the Tribunal’), by which CP/10/59/HDB/2018 filed under Section 59 of the Companies Act, 2013 (in short ‘the Act’) r/w Rule 11 of the NCLT Rules, 2016 (in short ‘Rules’) has been dismissed as not maintainable before the Tribunal (in short ‘first appeal’) and CA (AT) (CH) No. 96 of 2023 filed by Mr. Gireesh Sanghi (HUF) against the order dated 07.09.2023 passed by the National Company Law Tribunal, Hyderabad Bench – 1, by which CP/33/59/HDB/2018 filed under Section 59 of the Act r/w Rule 11 of the Rules has been dismissed as not maintainable before the Tribunal (in short ‘second appeal’).

2. In the first appeal, the application under Section 59 of the Act was filed seeking the following relief:-

“a. Declare that 1,33,62,800 shares transferred on 18.12.2014 is in willful violation of Orders of Hon'ble

Company Law Board, 23.10.2008 and 28.10.2009.

b. Direct rectification of Register of Members of Respondent No. 1 Company to the extent of 1,33,62,800 shares transferred to Respondent No. 2 on 18.12.2014, previously held by R7 to R l7 and as detailed below and consequent rectification of shareholding of R2 in R1 Company:

c. Direct the Respondent No.18 to 20 to effect the changes to the beneficiary accounts immediately.

d. Direct the Registrar of companies, to initiate appropriate proceedings against directors of R7 to Rl7 at the contemporaneous time (on 18.12.2014) for fraudulently transferring the shares of held by Respondent No. 7 to 17

without receiving consideration.

e. Further any other consequential, incidental or other order(s) as this Hon’ble Tribunal may deem fit in the circumstances of the case”

3. Whereas the application under Section 59 of the Act was filed in the second appeal for the following reliefs: -

“a. An order declaring that 1,33,62,800 shares of R7 to Rl7 transferred on 18.12.2014 is illegal and null and void and also in violation of Orders of Hon'ble Company Law Board,

23.10.2008 and 28.10.2009.

b. Directions for rectification of Register of Members of Respondent No. 1 Company to the extent of 1,33,62,800 shares transferred to Respondent No. 2 on 18.12.2014, previously held by R7 to Rl7 and as detailed below and consequent rectification of shareholding of R2 in RI Company by restoring name of R7

to R17 in members register of R1 Company:

c. Directions to Respondent No.18 to effect the changes to the beneficiary accounts immediately.”

4. The Tribunal after referring to the averments made by the Applicant and the reply by the Respondents framed a question as to whether the rectificatory jurisdiction under Section 59 of the Act, which is summary in nature can be exercised where there are contested facts and disputed questions?

5. The Tribunal relied upon two decisions of the Hon’ble Supreme Court, namely, Ammonia Supplies Corporation P. Ltd. Vs. Modern Plastic

Containers Pvt. Ltd. & Ors., (1998) 7 SCC 105 and IFB Agro Industries Limited Vs. SICGIL India Limited & Ors., (2023) SCC On Line SC 8 and observed that “therefore, in the light of the law as laid down in re, Ammonia Supplies and IFB Agro, Supra, the present petition since filed under section 59 Companies Act 2013, it is imperative for us to examine whether or not the factual assertions as made tantamount to 'contested facts and disputed questions' and if the same are found to be so, then relegate the parties to a competent forum. So that these facts can be investigated and adjudicated.” Thereafter, the Tribunal made the following observations in Paras 11 and 12 which are reproduced as under:-

“11. Thus, both the pleadings as well as submissions since are focussed on pleas such as, illegal transfer of shares, disputed family settlement, non-payment of consideration in respect of the shares transferred, loss of crores o