TaxTMI 
TaxTMI 
TaxTMI 
2019 (11) TMI 1131
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....e side of the Appellants this Tribunal permits the Appellants to prefer the present Appeal without the production of certified copy of the impugned order. However, this Tribunal directs the Appellants to furnish the certified copy of the Impugned Order dated 23rd September, 2019 in CA No. 67 of 2017 in diary No. 1991 dated 17.03.2017 within a week from today. Accordingly, I.A. No. 3632 of 2019 stands disposed of. 3. The Appellants / Respondents have preferred the instant Company Appeal (AT)No. 326 of 2019 as 'Aggrieved Persons' in respect of impugned order dated 23rd September, 2019 passed by the Adjudicating Authority ('National Company Law Tribunal') Chandigarh Bench, Chandigarh in condoning the delay of 186 days in CA No. 67/2017 in Diary No. 1991 dated 17.03.2017, in filing the Appeal. 4. Earlier, the Adjudicating Authority while passing the Impugned Order dated 23rd September, 2019 in CA No. 67/2017 in Diary No. 1991 in condoning the delay and allowed the application filed by the Respondent / Applicant whereby a direction was issued to the Respondent / Applicant to deposit the cost of Rs. 25,000/- in the 'Prime Minister's National Relief Fund' within two weeks from the date ....
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....t of Transfer', i.e. on or before 28.03.2012. 10. The Learned Counsel for the Appellant(s) contends that the 1st Appellant is a Public Limited Company providing for free transferability of shares and it has in good faith on 22.12.2014, through its Director had responded to the letter by informing the Respondent / Applicant for 'Transfer of Shares', the latter is to comply with the statutory process and provide all mandatory requirements such as 'Original share certificates', 'Transfer Deed' etc. 11. Yet another submission of Learned Counsel for the Appellants is that the 1st Appellant / Public Company had onwards responded to the request of the Respondent and allowed it the Respondent to issue a 'Transfer Instrument' as per Companies Act, 2013. 12. Expatiating his contention, the Learned Counsel for the Appellants puts forth a plea that 'Refusal of Registration of Transfer of Shares' is effectively the 'Refusal of shares' and not the 'Instrument'. That apart, the Respondent in the year 2011 had sought for the registration of 'Transfer of Shares' which was deemed to be refused, as no acceptance of refusal was issued by the Appellants. Subsequently, the Respondent / Applicant inst....
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....ellants contends that in any event, the Respondent / Applicant had not offered 'satisfactory reasons' to explain the delay and has adopted a casual and laconic approach in its 'Application' for Condonation of Delay. 17. Per contra, it is the contention of the Learned Counsel for the Respondent that by means of Impugned Order dated 23.09.2019 passed by the 'National Company Law Tribunal' Chandigarh Bench, Chandigarh that delay of 186 days in preferring the application was condoned subject to certain direction being issued thereto. 18. The Learned Counsel for the Respondent contends that the dispute between the parties revolves around the "acquisition of 1,00,000 shares" of the Appellant / Public Limited Company, by the Respondent / Applicant and shockingly the Appellant / Company had refused to register the "Transfer of Shares" on 19th August, 2016, on the pretext that the 'Articles of Association' of the Public Limited Company contains a 'First right of refusal by other Members' . 19. The Learned Counsel for Respondent urges before this Court that the request for 'Transfer of Shares' made by the Respondent / Applicant through letter dated 29.11.2011 was never delivered to the Ap....
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....ts." 25. While winding up, it is the contention of the Learned Counsel for Respondent that the delay in filing the Application before the Tribunal was passed on the reason that the Respondent / Applicant of his registered Office in Kolkata and that the Appellant's Office place his Office in Ludhiana and further that the Respondent had to collect the documents from the year 2011 etc. and that the Hon'ble Tribunal was specified as to the instance of 'Sufficient Cause' to condone the delay. Moreover, it is the case of the Respondent that no prejudice would be caused to the Appellants, if the main matter was heard on merits. 26. This Court has heard the Learned Counsel for the respective parties and noticed their contentions. 27. At the outset, this Tribunal pertinently points out that the Impugned Order dated 23rd September, 2019 in CA No. 67/2017 in Diary No. 1991 dated 17.03.2017 passed by the 'National Company Law Tribunal', Chandigarh Branch pertains to 'Condonation of Delay Application' and therefore, this Tribunal is not traversing upon the merits of the controversies between the parties in main Dispute and also not delving deep into the same. 28. While dealing with an 'Appl....
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....he Respondent / Appellant latently and patently indicates that the request of the Respondent dated 29.11.2011 was 'undelivered' and also it was mentioned that the Letter dated 11.10.2014 was never received by it etc. 35. In the present case, the Respondent / Company, is registered in West Bengal has a registered office at Kolkata and that the 1st Respondent / Appellant's Company registered office is situated at Ludhiana. Furthermore, the Respondent / Applicant before the Tribunal had averred in the application that 1st Appellant / Company had refused to register the 'Transfer of shares' on 20.09.2016 and that the Respondent / Applicant had to collect documents pertaining to year 2011, which were to be annexed along with the Application, being necessary documents for arriving at a decision of the case. 36. Apart from that, the Respondent's stand is that documents were also to be sent to Chandigarh, together with original of all the documents, as enunciated by 'NCLT' Rules, 2016. In this background, according to the Respondent / Applicant, the 'delay of 186 days' had occurred before the Application was first filed in March, 2017. Also that the Tribunal had exercised its discretion ....