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IN THE NATIONAL COMPANY LAW TRIBUNAL

KOCHI BENCH

KOCHI

IA(C/Act)/83/KOB/2022

(Under Rule 11 & 131 of the NCLT Rules, 2016 r/w Section 424(2)(b) of the Companies

Act, 2013 & Order XI Rule 16 of CPC, 1908)

And

CA/19/KOB/2021

(Under Section 59 of the Companies Act read with Rule 70 of the NCLT Rules, 2016)

In the matter of: -

1. K.K. Chandran, Saraswathi, Makkuni Road, Pallikkunnu P.O., Kannur- 670 004;

2. Vijayalakshmi, Saraswathi, Makkuni Road, Pallikkunnu P.O.,Kannur- 670 004;

…Applicants/Appellants

-Versus-

1. Prime Habitats Pvt. Ltd., Door No: T.V.-33114, V. K. Complex, Fort Road.

Kannur- 670 001. Represented by its Managing Director Mr. Ravi Gupta;

2. Ravi Gupta, 11-F, Royal Mangrove, Sarovaram, Bio Park Road, Civil Station,

Eranhipalam, Kozhikode- 673 020.

3. Mohanlal Gupta, Bheemanna Garden Street, Alwarpet, Teynampet, Chennai,

Tamil Nadu- 600 018.

…Respondents/Respondents

Coram:

Shri. P. Mohan Raj :

Member (Judicial)

Shri. Satya Ranjan Prasad :

Member (Technical)

Appearance through Video Conferencing:

For Applicants /Petitioners :

Mr. Abdul Raoof,

Mr. Mohammed Shafi,

Mr. Raj Carolin, Advocates.

For Respondents/Respondents :

Mr. A.M. Sridharan,

:

Mr. S. John Major, Advocates.

IN THE NATIONAL COMPANY LAW TRIBUNAL

KOCHI BENCH

CA/19/KOB/2021

In re: K.K. Chandran & another Vs. Prime Habitat & 2 Others.

Page 2 of 11

Order reserved on: 19.10.2022

Order pronounced on: 23.11.2022

O R D E R

1. The Interlocutory Application No.83/KOB/2022 is filed under Rule

11 & 131 of NCLT Rules 2016 for direction to direct the respondent to cause the

production of original minutes of 1^st respondent dated 02.07.2018 filed as annexure

A6 at page 21 of rejoinder filed by the respondents dated 05.01.2021.

2. This Appeal is preferred in the form of petition under section 59 of the

Companies Act 2013 R/w Rule 70 of NCLT Rules 2016 against the refusal for

registration of transfer of shares by the 2^nd Respondent letter dated 12.07.2021

(annexureA-14).

The brief contents of petition are as follows:

3. The petitioners and their three daughters were shareholders of the 1^st

respondent company. Their shareholding in the company were 3660 it constitutes

25% of the total paid up capital of Rs.14,64,000.00/-The petitioners entered into

an agreement with the 2^nd respondent on 20.12.2018 to transfer their shares for

consideration of Rs.20,00,000/-The 2^nd respondent agreed to pay Rs.10,00,000/-

by way of cheque and agreed to pay the balance Rs.10,00,000/- within two months

period from the date of agreement. At the time of executing the agreement the

petitioners and their family members have handed over all the necessary

documents for effecting transfer of shares under the bonafide belief that the sale

consideration would be paid as agreed. On the basis of share transfer agreement,

IN THE NATIONAL COMPANY LAW TRIBUNAL

KOCHI BENCH

CA/19/KOB/2021

In re: K.K. Chandran & another Vs. Prime Habitat & 2 Others.

Page 3 of 11

the total shares of 3660 of the petitioners and their daughters were transferred in

the name of 3^rd respondent as nominee of 2^nd respondent. The 2^nd respondent failed

to pay the sale consideration despite the repeated demands made by the petitioners.

When the 2^nd respondent failed to pay the sale consideration the 1^st petitioner issued

legal notice to 2^nd respondent. After the receipt of reply the petitioner issued notices

dated 01.06.2021 under section 59 of Companies Act 2013 to respondents 1 to 3

seeking rectification of regi