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of <h1>Appeal Dismissed for Lack of Merit & Failure to Pursue Alternatives</h1> <h3>GOPAL KRISHAN Versus SUPER CASSETTES INDUSTRIES LTD. AND OTHERS</h3> GOPAL KRISHAN Versus SUPER CASSETTES INDUSTRIES LTD. AND OTHERS - [2019] 215 Comp Cas 104 (Del) Issues Involved:1. Maintainability of the appeal.2. Notice of the shareholders' meeting.3. Family settlement and share transfer.4. Fraud allegations.5. Availability of alternative remedies.Detailed Analysis:1. Maintainability of the Appeal:The primary issue was the maintainability of the appeal filed by the Appellant against the order dated 17th December 2012. The Appellant had filed an application under Rule 9 of the Company (Court) Rules seeking recall of the order approving the Scheme of Amalgamation. The Respondents contended that the application was effectively a review petition, and an order declining review is not appealable. The Court agreed with this view, citing various precedents, including Vishnu Aggarwal v. State of UP and Bussa Overseas and Properties Private Limited v. Union of India. The Court concluded that the appeal was not maintainable as it was essentially against an order dismissing a review petition.2. Notice of the Shareholders' Meeting:The Appellant claimed he did not receive notice of the shareholders' meeting held on 17th April 1999, which approved the amalgamation. The learned Single Judge found that the Appellant's name did not appear in the register of members of TEL, and thus, no notice was required to be sent to him. The Local Commissioner's report confirmed that the Appellant was not listed as a shareholder in the official records.3. Family Settlement and Share Transfer:The Appellant argued that a family settlement had occurred, and shares were to be transferred to him as part of this settlement. He claimed that the Respondents failed to honor this settlement. The learned Single Judge noted that the share transfer forms were unstamped and did not meet the requirements of Section 108 of the Companies Act, 1956. The Appellant did not take steps to invoke Section 111 of the Act to appeal against TEL's refusal to register the share transfer.4. Fraud Allegations:The Appellant alleged that the Respondents committed fraud by not informing him about the amalgamation. The learned Single Judge found these allegations unsubstantiated. The Court noted that the Appellant was seeking to explain the delay in filing the application on the basis of alleged fraud, which was not proven.5. Availability of Alternative Remedies:The Respondents argued that the Appellant had alternative remedies available under Section 391(7) of the Companies Act, 1956, which was still in force at the time of filing the application. The learned Single Judge held that the Appellant could have invoked the appellate remedy under Section 391(7) but chose to file an application under Rule 9 of the Company (Court) Rules instead. The Court agreed that the Appellant had an alternative remedy and should have pursued it.Conclusion:The Court dismissed the appeal, concluding that it was not maintainable. The Appellant's application was treated as a review petition, and an order declining a review is not appealable. The Court also found that the Appellant had alternative remedies available and failed to pursue them. The allegations of fraud were unsubstantiated, and the Appellant was not listed as a shareholder, negating the need for notice of the shareholders' meeting.
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