Satyabrat Bhadani vs Ram Chandram Nagaram Rice Mills Private ...
- CitationCOMPANY APPEAL (AT) NO.280 OF 2024
Ratio decidendi
The rule this decision rests on
The NCLT's dismissal of the company petition was upheld on the following reasoning, which rests on the Tribunal's own findings below rather than any novel principle. Where a company petition under the Companies Act, 2013 seeks relief on the strength of a transfer of shares that is alleged to have been effected in a public filing, the parties are deemed to have knowledge of the transfer from the date the relevant annual return is filed with the Registrar of Companies, and limitation for such a petition runs from that date or from the date the petitioner actually acquired knowledge, whichever the Tribunal holds applicable. A petition filed outside the limitation period, without an application for condonation of delay, cannot be entertained and must be dismissed.
Written by Miss Lucy from the judgment below, not taken from a headnote.
Judgment
As delivered
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NATIONAL COMPANY LAW APPELLATE TRIBUNAL PRINCIPAL BENCH NEW DELHI COMPANY APPEAL (AT) NO.280 OF 2024 (Arising out of judgement and order dated 22.04.2024 passed by the National Company Law Tribunal, Kolkata Bench in Company Application No.535(KB)2017 in Company Petition No.536/KB/2017) In the matter of 1. Satyabrat Bhadani, 215 First Floor, Tagore Park, Model Town-I, New Delhi-110009.
2. Priyamvada Kutariyar, C/o Sunil Kumar, P.O. Sohsarai, Muhhalla Kathal Tola, District Nalanda, Biharsharif, Bihar 803118
3. Sulaxna Tarway, C/o Ajay Tarway, 35, Rowland Road, Trishul Apartment, Flat -4C, Kolkata 700020 Appellant
Vs 1. Ramchand Ram Naga Ram Rice & Oil Mills Pvt Ltd Purani Godown, P.S. Delha, Gaya, Bihar 823001
2. Deobrat Bhadani, Opposite golden Ice factory, Eshibition road, Patna Bihar 800001
3. Arti Bhadani 26 Anugrah Narayan Road, Murarpur, P.S. Kotwali, Gaya, Bihar 823001 2
4. Ayush Bhadani 26 Anugrah Narayan Road, Murarpur, P.S. Kotwali, Gaya, Bihar 823001 Respondents
For Appellant:Mr. Pulkit Deora, Mr. Gaurav Arora, Advocates. For Respondent:Mr. Shaunak Mitra, Advocate. ORDER
04.09.2024: The present appeal has been filed by the appellants under
Section 421 of the Companies Act, 2013 against an order dated 22.04.2024
passed by the National Company Law Tribunal, Kolkata in Company
Application No.535/KB/2017 in Company Petition No.536/KB/2017 where
the Ld. NCLT had allowed the company application of the Respondents and
had dismissed the company petition on limitation.
2. It is alleged the Respondent No.1 company initially had 18 shares of
Rs.17,000/- each in its paid up capital distributed amongst its first
promoters. The Respondent No.1 company later issued 16 further shares
increasing its paid up capital to 34 shares and number of members to 5. It is
alleged that all the 34 shares finally devolved upon the appellants and
Respondent No.2's father Late Anand Mohan Bhadani by various transfers
and transmission. The Respondent 2 and 3 were introduced as directors in
the Respondent No.1 company on 11.3.2000 by their father Late Anand
Mohan Bhadani and were transferred 3 and 2 shares respectively out of
Respondent No.2's legal entitlement of 1/5th shares in the Respondent No.1
Company by succession.
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3. It is alleged after the appointment of Respondent No.2 and 3 as
directors; Smt Bandevi Kuer Bhadani wife of Late Ram Lall Bhadani had
retired from the directorship of the Respondent No.1 company with effect from
08.01.2001. Consequently only 3 directors were part of the Board of Directors
of Respondent No.1 company. Pursuant to the transfer of 1/5th shares in
Respondent No.1 Company by Late Anand Mohan Bhadani to Respondent
No.2 and 3, Late Anand Mohan Bhadani held 29 shares in the Respondent
No.1 company as reflected in Form 20B and Annual Return of the FY 2007-
2008.
4. The appellants approached the Respondent No.1 company seeking
transmission of shares of late Anand Mohan Bhadani in Respondent No.1
company in their favour in terms of succession and Companies Act, 2013.
However, they were informed by Respondent No.2 that such shares were
already transferred on 20.09.2009 to Respondents No.2,3,4 and 5. It is
alleged thereafter in order to check the authenticity and genuineness of the
purported transfer, the appellants applied for the certified copy of the
statutory records of the Respondent No.1 from the ROC and on 21.08.2014 it
was received. Thereafter appellants got legal advice from the lawyers and
ultimately the appellants issued a notice dated 27.07.2017 to Respondents
No.2 to 5 and subsequently filed this Company Petition seeking transfer of
shares, alleging various acts of oppression and mismanagement.
5. On 07.12.2017 the Respondents filed a Company application for
dismissal of company petition CA No.535/2017 on the grounds of
maintainability and also the Company Petition being barred by time. The Ld. 4
NCLT allowed the said application and dismissed company petition on
account of maintainability and limitation and held as follows:-
"a) While the respondents herein relied on the Hon'ble Supreme Court judgement of M/s Worldwide Agencies Pvt Ltd. and Another Vs Margarat T. Desor and Others in (1990) I SCC 536 mentioned above, we are of the view that the said case law of Hon'ble Supreme Court will not come to the rescue of the respondents herein. This is because at the time of death of Late Anand Mohand Bhadani was not a member of the respondent No. I company and the Hon'ble Supreme Court of India in the judgment cited by the respondent held that after the death of a member whose name is still in the register of members, his legal representative is entitled to maintain a petition.
b) However, since the transferor is no more, without expressing any opinion on the merits of transfer at this stage, we are of the view that the respondents do not meet requirements of Section 244 of' the Companies Act to maintain CP No. 536 of 2017 filed by them
c) We are also of the view that once the annual reports are filled on 30.09.2009, it becomes public document and the concerned parties deemed to have knowledge of such transfers. Even assuming that they became aware only on receipt of certified copies of 'statutory records from the office of' RoC on 21.08.2014, they should have filed a petition by 20 08.2017.
whereas this application has been filed on 5.09.2017, without explaining reasons for the delay. In fact, the petitioner is not even seeking condonation of delay in filing Company Petition No 536/KB/2017.
6. We have heard the arguments of the learned counsel for the appellant
and have also gone through the impugned order. Primarily it is a dispute of
succession between the family members of Late Sh Anand Mohan Bhadani.
The appellants are seeking benefit of the Section 59 of the Companies Act,
2013 once they have failed to show acts of oppression and mismanagement.
We have gone through the facts and the impugned order passed by Ld. NCLT
and we find it a reasoned one since admittedly on 21.08.2014 the appellants
came to know of transfer of 29 shares belonging to their father in Respondent
No.1 company, as were informed to them by Respondents. Further on 5
21.08.2014 they were provided with the certified copy of the statutory record
of Respondent No.1 from the ROC wherein they clearly came to know such
shares being transferred in 2009. Admittedly they did not file the Company
Petition within three years of 2009 or from 21.08.2014,` and that too without
application for condonation of delay and thus was rightly rejected by the Ld.
NCLT. We find no force in appeal and accordingly the appeal is dismissed
Pending applications also disposed off.
(Justice Yogesh Khanna) Member (Judicial)
(Mr. Ajai Das Mehrotra) Member (Technical) bm
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