TaxTMI 
TaxTMI 
2018 (5) TMI 573
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....Company Law Appellate Tribunal, New Delhi, by the impugned order, has not properly appreciated the same because it has not adverted to the same. Regard being had to the said submission, we are inclined to grant permission to the appellant to file an application for review before the National Company Law Appellate Tribunal within three weeks hence. On such application being filed, the same shall be dealt with on merits without rejecting the same at the threshold on the ground of limitation. With the aforesaid liberty, the civil appeal stands disposed of." 2. Before deliberating on the issue, it is desirable to observe that there is no provision made under the 'Companies Act, 2013' or 'National Company Law Appellate Tribunal Rules, 2016' to file or entertain a review petition against a final order passed by this Appellate Tribunal. The Hon'ble Supreme Court in some other case has also observed that this Appellate Tribunal has no inherent jurisdiction. However, in view of the observations made by the Hon'ble Supreme Court, which is binding on all Courts and this Appellate Tribunal, we have decided to entertain this review application and for the said reason, we re....
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....t (Companies Act, 2013), the eligibility to file application under Section 241 is prescribed under Section 244, as quoted below: "244. Right to apply under section 241. ─ (1) The following members of a company shall have the right to apply under section 241, namely: - (a) in the case of a company having a share capital, not less than one hundred members of the company or not less than one-tenth of the total number of its members, whichever is less, or any member or members holding not less than one-tenth of the issued share capital of the company, subject to the condition that the applicant or applicants has or have paid all calls and other sums due on his or their shares; (b) in the case of a company not having a share capital, not less than one-fifth of the total number of its members: Provided that the Tribunal may, on an application made to it in this behalf, waive all or any of the requirements specified in clause (a) or clause (b) so as to enable the members to apply under section 241. Explanation.-For the purposes of this sub-section, where any share or shares are held by two or more persons jointly, they shall be counted on....
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....ause of restriction given in Section 168 of the U.P. Zamindari Abolition Act 1952 for commissioning a project of the company. The promise of the Respondent 2, 3 & 4 remain a promise from the last 20 years. Annexed hereto and marked as Annexure- P12 is the copy of sale deed in favour of respondent 1. (xvi) That while finalizing the sale price of said land, No amount was decided among the promoter directors because the transaction was fully based on mutual trust and commitment. The land have been transferred at the statutory circle rate of approx. Rs. 56000 per Pacca Big a. There was a perfect understanding among the partners and the said price was decided without considering a market price @ Rs. 150 per Sq. Yard of Rs. 1361250/- at that time. In a clear understanding the petitioner was only supposed to give 3 Pacca Biga of land against 25% of his share. Though the petitioner has transferred the 5 Pacca Biga of total value of Rs. 2268750/- in good faith to see the implementation of project commissioning which was otherwise impossible to start. (xvii) The company on such transfer of 5 Pacca Bigha of Land gave the petitioner a cheque of Rs. 2,80,000=00 having No. 5403....
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.... Per B/S In Real In Real In Real 31.03.1988 5,89,000/- 900200/- 312200/- 34.68% 31.03.1989 5,89,000/- 900200/- 312200/- 34.68% 31.03.1990 5,89,000/- 900200/- 312200/- 34.68% 31.03.1991 5,89,000/- 900200/- 312200/- 34.68% 31.03.1992 5,89,000/- 900200/- 312200/- 34.68% 31.03.1993 8,61,500/- 900200/- 312200/- 26.55% 31.03.1994 8,61,500/- 900200/- 312200/- 26.55% 31.03.1995 8,61,500/- 900200/- 312200/- 26.55% 31.03.1996 8,61,500/- 900200/- 312200/- 26.55% " 14. If the aforesaid pleading is noticed, then we find that the Applicant/Appellant (Petitioner) is stated to have contributed 34.68% of the equity but in the Balance Sheet it has been shown as 0.16% as long back as on 31st March, 1988. 15. Clause 12 of the Articles of Association permits the Directors to allot and issue shares in the capital of the Company, in full or part payment, for any property sold or transferred, goods or machineries supplied, which reads as follows: - "12. The Directors may also allot and issue shares in the capital of the Company, in f....
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....OAN: From Directors 3,63,606-55 From Share Holders From Others 4,43,000-00 8,06,606-55 (As per list attached) CURRENT LIABILITIES: 54,279-98 SUNDRY CREDITORS: M/s Shyam Lal Prem Prakash 9,788-70 M/s Dharam Dass Hardwari Lal 30,255-00 40,043-70 1,50,500-00 1,95,400-00 ADVANCE RENT RECEIVED: EXPENSES PAYABLE: Electricity Payable 1,03,877-03 Salary Payable 4,700-00 Audit Fee Payable 2,500-00 1,11,077-03 74,79,589-05 65,05,346-12 (DIRECTOR) ....
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.... M/s Mansuk Dass & Sons 30,000.00 M/s. Meerut Credit Leasing P. Ltd. 50,000.00 Sh. Budh Prakesh 50,000.00 Sh. Kela Devi 34,000.00 2,57,000.00 13,15,606.55 List of Sundry Debtors as at 31.3.94 Particulars Amount M/s. Frick India L 27,066.43 Sh. Noor Mohd. 10,000.00 Sh. Om Prakesh 8,000.00 Sh. Raghubir Singh 6,000.00 Sh. Anup Singh 10,000.00 Sh. Rafik 1,500.00 Sh. Ajab Singh 4,000.00 Electricity under dispute 48,642.00 Income Tax 898.93 1,16,107.36 " 20. The aforesaid documents have been enclosed by the Applicant/Appellant (Petitioner). On 17th November, 2017, when the case was admitted and heard in part, the Applicant/Appellant (Petitioner) was allowed to file additional affidavit enclosing the copy of the Company Petition, including annexures thereto and was also asked to state as to whether any share certificates were issued in favour of the Applicant/Appellant (Petitioner) by the Company. Though the documents have been filed, but no copy of the share certificates has been filed by the Applicant/Appe....
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....plicant contends that the non-applicant has transferred his 10 equity shares and it was also notified in the annual returns. The Annual Return, at page 87 of Paper Book, is to be effect on 08.09.1996 AGM was held and page 97 thereof shows that 10 shares of the non-applicant Mr. Vinod Kumar Sharma were transferred on 6.4.1996. The contention of the non-applicant is that the transfer is false. Ld. Counsel for the non-applicant argues that the applicant did not produce the original or copy of the transfer deed and from that circumstance the court can deduce that there is no transfer deed and that plea of the applicant is not plausible. He has also argued that the questions whether or not the transfer of shares is true and whether the transfer was made according to procedure and whether the non- applicant has any reason to transfer his shares have to be decided on merits and the Company Petition cannot be thrown away at the threshold. The Ld. Counsel for the non-applicant further contends that soon after the search report given by the Chartered Accountant Mr. Amresh Vashisht on 30.03.2010 (Annexure P2), the non-applicant came to know about the transfer of his shares and issued....
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....rom the observations made in the next Paragraphs, as quoted below: "20. The contention of the non-applicant is that non- production of the original documents relating to the share transfer by the applicants is fatal to their case and adverse inference has to be drawn. There is logic in his submission but, in an enquiry into the maintainability of the Company Petition, the Tribunal shall have to take into consideration the pleadings and the documents filed by the Company Petitioner only and it cannot rely upon the defence of the opposite parties or their evidence. 21. As we have observed in the earlier paragraphs of the order, even according to the non-applicant, the sum of Rs. 2,80,000 was shown in the records of the company as unsecured debt and not as equity from the very inception. His case that it was understood at the time of sale of land to the Company, the amount of sale consideration is paid to the company as his equity investment cannot inspire confidence as his another plea that the applicants agreed to return 2 bighas of land to him subsequently. If the total consideration of Rs. 2,80,000 was taken as equity, returning part of the land purchased by the ....