Nipun Khanna vs Kay Dry Cleaners Private Limited & Ors
- CitationCompany Appeal (AT) No. 220 of 2023
Ratio decidendi
The rule this decision rests on
A legal representative of a deceased shareholder whose name remains on the register of members may maintain a petition under Sections 241–242 of the Companies Act, 2013, on the strength of that status. Where the Tribunal below dismissed an application under Section 244(1) on the ground that the appellant's status as legal heir and the genuineness of the will are civil disputes outside its jurisdiction, that reasoning was a wrong premise of law, and the order dismissing the application is set aside so that the matter may be heard on its merits.
Written by Miss Lucy from the judgment below, not taken from a headnote.
Judgment
As delivered
Nipun Khanna ...Appellant(s)
Versus
Kay Dry Cleaners & Ors. ...Respondent(s)
Present:
For Appellant : Mr. Sambit Nanda, Samaya Khanna, Mr. Sumit Singh, Advocates.
For Respondents : Mr. Pawan Sharma, Ms. Yashika Rawat, Advocates for R - 1 to 3.
ORDER
(HYBRID MODE)
26.11.2024: This appeal is against the impugned order dated
29.08.2023 whereby an application u/s 244(1) of the Companies Act, 2013
has been dismissed by Ld. NCLT along with CP No. 161/241/242/ND/2022.
2. It is the submission of the Ld. Counsel for Appellant that application
u/s 244(1) has been dismissed by Ld. NCLT on the ground the disputes relate
to the question of declaring the Appellant a legal heir of the deceased
shareholder cannot be decided by this Tribunal being a civil dispute and the
genuineness and determination of correctness of Will cannot be adjudicated
Company Appeal (AT) No. 220 of 2023 & I.A. No. 5415 of 2023 1 in Ld. NCLT. Para 11 and 12 of the impugned judgement are relevant, as
under:-
"11. In the view of the above cited judgements,
it is clear that the disputes related to the question of
declaring the applicant as the legal heir of the
deceased shareholder in the Respondent Company
No. 1 cannot be decided by this Tribunal being a civil
dispute.
12. Further, the contention relating to the
genuineness and determination of correctness of will
as submitted by the Respondents through its reply
in the present application could also be adjudicated
in a court of law having proper jurisdiction, but
definitely not in this Tribunal."
3. It is the submission of the Ld. Counsel for the Appellant a petition u/s
241-242 is very much maintainable through a legal representative of the
deceased who was a member. In M/s World Wide Agencies Pvt. Ltd. &
Another Vs. Margarat T. Desor and others (1990)1 SCC the Hon'ble Supreme
Court has held the legal representative of the deceased member whose name
is still in register of members is entitled to petition under Sections 397 and
398 of the Act.
Company Appeal (AT) No. 220 of 2023 & I.A. No. 5415 of 2023 2
4. It is the submission of the Appellant that he has already mentioned
various alleged acts of oppression and mis-management in the petition which
were not considered and hence, this petition is maintainable.
5. It is submitted an application u/s 244 has been dismissed on a wrong
premise of law.
6. We have also heard the Ld. Counsel for Respondent, he is also in
agreement that application u/s 244 need to be allowed and the matter may
be heard on merits by the Ld. NCLT.
7. In view of the submissions made, the impugned order dated 29.08.2023
is set aside and the application u/s 244 is allowed. The appeal is thus
disposed of.
The matter be now listed before the Ld. NCLT on 18.12.2024 in terms
of the above for further orders. All pending applications are disposed of.
[Justice Yogesh Khanna] Member (Judicial)
[Mr. Ajai Das Mehrotra] Member (Technical)
ss/kam Company Appeal (AT) No. 220 of 2023 & I.A. No. 5415 of 2023 3
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