Tinnevelly Tuticorin Investments ... vs Amrex Marketing Private Limited & Ors

Tinnevelly Tuticorin Investments Limited ...Appellant

Vs.

Amrex Marketing Private Limited & Ors. ...Respondents

Present: For Appellant:- Ms. Vanita Bhargava, Mr. Nikhil Jhunjhunwala, Mr. Aseem Chaturvedi and Wamika Trehan, Advocates.

For Respondent: - Ms. Niharika Ahluwalia, Advocate for Respondent No.1. Mr. Moinak Bose and Mr. Vikas Mehta, Advocates for Respondent Nos. 3 and 4.

And Company Appeal (AT) No. 333 of 2017

B.R. Kuppuswamy & Anr. ...Appellants

Vs.

Amrex Marketing Private Limited & Ors. ...Respondents

Present: For Appellant:- Mr. Moinak Bose, Mr. Adith Sharma and Mr. Vikas Mehta, Advocates

For Respondent: - Ms. Niharika Ahluwalia, Advocate for Respondent No.1. Ms. Vanita Bhargava, Mr. Nikhil Jhunjhunwala and Mr. Aseem Chaturvedi, Advocates.

ORDER

16.10.2017- As both these appeals have been preferred by appellants

against common order dated 16th August, 2017 passed by National -2-

Company Law Tribunal (hereinafter referred to as "Tribunal"), Kolkata

Bench, Kolkata in Company Petition No. 108 of 2017, they were heard

together for disposal. By the impugned order, the application preferred

by the 1st Respondent- M/s. Amrex Marketing Pvt. Ltd. & Ors. under

Sections 58 and 59 of the Companies Act, 2013 has been allowed and

the Appellant Company- M/s. Tinnevelly Tuticorin Investments Limited

has been directed to get the name of 1st respondent recorded in the

Register of Members.

2. Learned counsel appearing on behalf of Appellants- B.R.

Kuppuswamy & Anr. submits that the appellants, who were

Respondents before the Tribunal have already filed a suit being OS No.

6291/2017 in the Court of the District Munsif, Tiruchirappalli for the

declaration that the transfer of shares originally belonging to

Appellants- B.R. Kuppuswamy & Anr. have been made in favour of the

Respondents- M/s. Amrex Marketing Pvt. Ltd. & Ors. on

misrepresentation and fraud played by said Respondents. It is

submitted that if the impugned order is allowed to continue the suit will

become infructuous.

3. Learned counsel appearing on behalf of the appellant company-

M/s. Tinnevelly Tuticorin Investments Limited referring to the

impugned order dated 16th August, 2017 submits that the transfer of

shares have not been executed in accordance with the provisions of the -3-

law. However, learned counsel for the Appellant Company could not

point out any defect in the transfer deed. Further, we find that the

Tribunal has also taken into consideration the aforesaid facts and

observed that no such specific defects have been shown.

4. Learned counsel appearing on behalf of the 1st respondent

submits that there was no legal infirmity in the transfer of shares and

the objection raised by Appellants- B.R. Kuppuswamy & Anr. is an

afterthought. She further submits that the original share certificates

have already been send to the Appellant Company- M/s. Tinnevelly

Tuticorin Investments Limited.

5. Having heard learned counsel for the parties and in view of the

fact that the Appellants- B.R. Kuppuswamy & Anr. have accepted that

the share certificates are with M/s. Amrex Marketing Pvt. Ltd. & Ors,

we find no reason to interfere with the impugned order dated 16th

August, 2017, passed by the Tribunal in CP. No. 108 of 2017.

6. So far Civil Suit preferred by the Appellants- B.R. Kuppuswamy

& Anr., is concerned, we do not express any opinion. If the suit is

allowed and transfer of shares are declared illegal, it is always open to

the Appellants- B.R. Kuppuswamy & Anr. to move before appropriate

forum for appropriate relief. Subsequent filing of suit cannot be a

ground to interfere with the impugned order.

-4-

7. Learned counsel for the appellant submitted that the respondents

may transfer the shares in this meantime. In this regard, while we do

not express any opinion, the appellants- B.R. Kuppuswamy & Anr, who

are the Plaintiffs in the OS No.6291/2017 may move for the Court for

appropriate interim relief.

8. Both the appeals are dismissed with aforesaid observations.

However, in the facts and circumstance of the case, there shall be no

order as to cost.

(Justice S.J. Mukhopadhaya) Chairperson

(Justice A.I.S. Cheema) (Balvinder Singh) Member (Judicial) Member(Technical)

Ar/uk