Tubos De Acero De Mexico Sa vs Oil Country Tubular Limited & Ors

NATIONAL COMPANY LAW APPELLATE TRIBUNAL AT CHENNAI (APPELLATE JURISDICTION) Contempt Case (AT) No. 03 / 2025 in Company Appeal (AT) No. 317 / 2017 In the matter of: Tubos de Acero de Mexico, S.A. A company incorporated and existing under the Laws of Mexico, having its office at: Km 433.7 Carr. Mexico-Veracruz, Via Xalapa (91697) Veracruz, Ver. Mexico ...Appellant V Oil Country Tubular Limited A company incorporated and existing under the Companies Act, 1956 and having its registered office at KAMINENI, 3rd Floor King Koti, Hyderabad, Telangana, India-500001 ...Respondent No. 1

Mr. Kamineni Suryanarayana Chairman and Managing Director, Oil Country Tubular Limited KAMINENI, 3rd Floor King Koti, Hyderabad, Telangana, India-500001 ...Respondent No. 2

3. Mr. Sudhir Kumar Pola Company Secretary & Compliance Officer, Oil Country Tubular Limited KAMINENI, 3rd Floor King Koti, Hyderabad, Telangana, India-500001 ...Respondent No. 3 Present : For Appellant : Mr. E. Om Prakash, Senior Advocate For Mr. Arun Karthik Mohan, Ms. Anindita Roy Chowdhury, Ms. Vatsala Rai, Ms. Amritha Sathyajith & Ms. G. Gayathri, Advocates For Respondents : Mr. Y. Suryanarayana, Advocate for R1 & R2

Contempt Case (AT) No.03/2025 Page 1 of 4 ORDER

(Hybrid Mode) 16.03.2026:

[Oral Judgment: Justice Sharad Kumar Sharma, Member (Judicial)]:

The instant Contempt Petition has been preferred by the Appellant,

alleging non-compliance of the judgment dated 25.01.2018, which was said to

have been rendered by the NCLAT, New Delhi, in Company Appeal (AT) No.

317/2017. The directions as contended in the said order, were prescribed in Para

14 of the said judgment, is extracted here under:

For the above reasons, the appeal is allowed in terms of the Clause (b) of Prayer 8 of the Company Petition reproduced above. The Appellant is entitled to be treated as Sole Shareholder of the shares in dispute and admissible benefits. The Respondent will rectify the Register of Members once the Appellant moves the Investor Education and Protection Fund Authorities and has orders of transfer in its favour. Before rectification by Respondent, the Appellant will submit the original Share Certificates along with Indemnity Bond to the satisfaction of the Respondent to protect the interest of the Respondent in case any liability is fastened on the Respondent.

2. For the purposes of making an effective compliance of the directions

contained in Para 14, it contained a direction that, prior to for the purposes of

complying the directions of rectifying the register of members, the Appellant was

required to move before the Investor Education and Protection Fund Authority,

for seeking an order of transfer in their favour. In fact, this direction as contained

Contempt Case (AT) No.03/2025 Page 2 of 4 in the order of 25.01.2018, was creating an impediment for the Respondent in

complying with the order.

3. We had initially issued notices to the Respondents on the Contempt

Petition and the Respondents have put an appearance, by way of filing of their

response and particularly while referring to the response as given in Para 9, the

Respondents have taken a stand that, they are willing to rectify the register,

subject to the eradication or clarification of the rider, as it has been imposed by

the order of 25.01.2018, of requiring of obtaining orders of transfer from IEPF

Authority, which was made as a condition precedent before giving in effective

rectification by the Respondents. The said Para 9 is extracted here under:

It is further submitted that the Respondents are ready and willing to rectify the register of members without any delay should this Hon'ble Tribunal modify the Order dated 25.01.2018 by removing the requirement of obtaining orders of transfer from IEPF authority as stated in Para 14 of the said Order. If the requirement of orders of transfer by the Applicant in its favour from IEPF Authority is not obtained by the Applicant and the Respondent No.1 rectifies the Register of Members, then, it is the Respondent which will be in contempt of the Order dated 25.01.2018.

4. The Contempt Petition would stand closed with the modification of

the order of 25.01.2018, for the purposes of its effective enforcement, to the effect

that the Respondents would undertake to rectify the register of members, without

forcing the Appellant of compliance of the directions, as given in the order of

Contempt Case (AT) No.03/2025 Page 3 of 4 25.01.2018, of calling upon the Appellant to obtain the order of transfers from

IEPF Authority, as observed in Para 14 of the order dated 25.01.2018.

5. Owing to the undertaking given in Para 9 and because of the

relaxation granted by us of waiving out the requirement of obtaining orders of

transfer from IEPF Authority, the Respondents will ensure the compliance of the

directions contained in Para 14 and as undertaken in Para 9 of the reply submitted

by the Respondent. Subject to the aforesaid, the Contempt Petition stands closed.

[Justice Sharad Kumar Sharma] Member (Judicial)

[Indevar Pandey] Member (Technical)

YS/MS/AK

Contempt Case (AT) No.03/2025 Page 4 of 4