B S Ramgopal vs Quad Tooling Technologies Private ...

B.S. Ramgopal No. 115A, CIL Colony, Sanjayanagar, Bangalore - 560094 Karanataka, India ..... Appellant V Quad Tooling Technologies Pvt. Ltd. CIN : U29230KA2003PTC032109 Regd Off: No. 29/A, Phase-1, KIADB Industrial Area, Hosur Road, Malur - 563130, Karnataka, India ..... Respondent No.1

K.S. Rajagopala Managing Director Quad Tooling Technologies Pvt. Ltd. Regd Off: No. 29/A, Phase-1, KIADB Industrial Area, Hosur Road, Malur - 563130, Karnataka, India ..... Respondent No.2

K.A. Aruna Director Quad Tooling Technologies Pvt. Ltd. Regd Off: No. 29/A, Phase-1, KIADB Industrial Area, Hosur Road, Malur - 563130, Karnataka, India ..... Respondent No.3

Present :

For Appellant : Mr. BV. Ramesh, PCS

Comp. App (AT) (CH) No.14/2025 Page 1 of 5 JUDGMENT

(Hybrid Mode)

Per : Justice Sharad Kumar Sharma, Member (Judicial):

1. The Appellant in the admitted status of being the ``Preference

Shareholder'', questions the propriety of the Impugned Judgment dated

24.10.2024, as it has been rendered in CP No. 123 / BB / 2022, as passed by the

learned Adjudicating Authority, NCLT, Bengaluru Bench, in the matters of the

Company Petition, being the proceedings, which were held under Sub Section 3 of

Section 55 of the Companies Act, 2013.

2. The consequence of the Impugned Judgment, as it has been rendered by the

learned Adjudicating Authority, the proceedings under Section 55 (3) of the

Companies Act, that the same has been dismissed on two grounds;

(a) Firstly, it was held that in the capacity of being a Preference

Shareholder, the Appellant has got no individually grafted statutory

enforceable rights, as such which could be enforced before the learned

NCLT with regards to the question emanating from the provisions

contained under Sub Section 3 of Section 55 of the Companies Act,

2013, coupled with the fact that;

(b) Secondly, since the parties were already under the Shareholders

Agreement, which are binding upon them, and as per the terms of the

Shareholders Subscription Agreement dated 26.12.2008, the parties

were governed by the Arbitration Clause as contained therein under

Comp. App (AT) (CH) No.14/2025 Page 2 of 5 Clause 13 and in that eventuality it was observed that, in case,

if the Appellant, in the capacity of being a ``Preference

Shareholder'', has any right to enforce upon, he is not left remediless,

but rather, will have to resort to the judicial recourse Forum, which is

available to him in accordance with law and more particularly in

accordance with the Shareholders Subscription Agreement dated

26.12.2008 and hence, the Appellant's right stands protected under

Clause 13.1 & Clause 13.2 and proceedings under Sub Section 3 of

Section 55 of the Companies Act, 2013, was rejected on the ground that

the Appellant in the status of being a Preference Shareholder

proceedings at his behest would not be maintainable.

3. The learned Practising Company Secretary appearing for the Appellant

submitted that, owing to certain factual interpretation, which he attempted to

venture, he intended to argue that in fact, the proceedings at his behest would be

maintainable owing to there being certain flagrant disregard to the conditions of

the said Agreement dated 26.12.2008, affecting his alleged legal rights.

4. The aspect of as to what extent the covenants of the Shareholders

Agreement dated 26.12.2008, was violative, would exclusively made as a subject

only when the Appellant invokes the rightful Forum agreed to be invoked and

made available to him under law.

Comp. App (AT) (CH) No.14/2025 Page 3 of 5

5. The Forum of the learned NCLT and the consequentially preference of the

Appeal before this Tribunal under Section 421 of the Companies Act, 2013, would

not be available to him in the exclusive admitted status of being a ``Preference

Shareholder'', as Shareholders being investors, have no right, the issue which has

been settled by the larger Bench, in Clarion Health Food LLP v. Goli Vada Pav

Pvt. Ltd., through Interim Resolution Professional, 2024 SCC OnLine NCLAT

1314 vide Para No. 49, which is extracted hereunder:

``49. In view of the discussion above, we are of the view that the appellant being a shareholder of the company is not the "aggrieved party" as per the provisions of the Code. The appellant has no locus to file this appeal and the same is not maintainable. Accordingly, the appeal is dismissed. Pendingl. As if any are closed. There would be no order as to costs.''

6. Hence, the findings, which has been recorded by the learned Adjudicating

Authority in Para Nos. 5 & 6, do not suffer any apparent legal vices, which may

call for an interference by this Appellate Tribunal in the exercises of its Appellate

Jurisdiction under Section 421 of the Companies Act, 2013.

7. Having said so, we make it clear that we have not ventured on merits of the

claim of the Appellant, all issues are still left open for him to be addressed upon

when he invokes Clause 13 of the ``Shareholders Agreement'' dated 26.12.2008,

if so advised or when he approaches before any other Forum, which is available to

him under law.

8. Exclusively, because of the fact that the present proceedings at the behest of

the ``Preference Shareholder'', would not be maintainable, as having no

Comp. App (AT) (CH) No.14/2025 Page 4 of 5 sustainable and legally enforceable rights. Accordingly, the instant Company

Appeal (AT) (CH) No. 14 / 2025, would stand dismissed. The connected pending

Interlocutory Applications, if any, would stand closed.

[Justice Sharad Kumar Sharma] Member (Judicial)

[Jatindranath Swain] Member (Technical) 11/02/2025

SR/TM/MS

Comp. App (AT) (CH) No.14/2025 Page 5 of 5