TaxTMI 
TaxTMI 
2020 (8) TMI 613
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..... and its Director Triplicani Gowrishankar Mahesh filed these Appeals under Section 421 of the Companies Act, 2013 (in short "the Act") against the order dated 01.04.2019 and 04.07.2019 passed by National Company Law Tribunal, Chennai, Bench (in short 'Tribunal'). By the impugned order dated 01.04.2019 the Tribunal rejected the preliminary objection and held that the Petition CP No. 110 of 2019 is maintainable as not hit by Section 244 of the Act. Whereas, by the impugned order dated 04.07.2019 the Tribunal stayed the call notice of the Appellants and directed the Appellants to file reply of the Petition within 15 days. These Appeals were heard together and disposed of by this common Judgment. 2. Brief facts of the Appeals are that M/s Chain Tools and Products Pvt. Ltd. and Mr. R Vashudevan Respondent No. 1 and 2 filed a Company Petition stating that on 30.03.2015 the Appellant Company allotted 87972 shares to the Respondent No. 2 for a sum of Rs. 4,83,84,600/- and on 21.05.2017 allotted 2,32,937 shares to Respondent No. 1 for a sum of Rs. 12,81,15,350/-. Respondent No. 1 and 2 stated that they together hold 19.38 % of the issued, subscribed and paid up share capital of the Appell....
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....oceed against the Appellants under Section 241 of the Act. Section 244 of the Act, provides that when call money is not paid then only the Petition filed by the Respondent No. 1 and 2 is hit by Section 244 of the Act and not otherwise. Being aggrieved with this order, Appellants filed Company Appeal (AT) No. 181 of 2019. 6. As aforesaid the Tribunal rejected the objection and directed the Appellants to file their reply of the Main Petition within 4 weeks. The Appellants instead of filing reply of the Petition sent a notice to the Respondent No. 1 and 2 to pay the final call money. The Tribunal by the impugned order dated 04.07.2019 deprecated such notice because the Tribunal has already dealt with the issue of maintainability of the Petition and therefore the Appellants were directed not to proceed with respect to the shares allotted to the Respondent No. 1 and 2 until further orders and were also directed to file reply of the Petition within 15 days failing which the Company Petition will be decided, as per the averments and material placed by the Respondent No. 1 and 2. Being aggrieved with this order, Appellants filed Company Appeal (AT) No. 183 of 2019. 7. Learned Counsel for....
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....able in view of Section 244 (1) (a) of the Act. 10. Learned Counsel for the Appellants submitted that the Learned Tribunal erroneously stayed the call money notice dated 01.07.2019 vide impugned order dated 04.07.2019 without their being any Application and no such subject matter is pending before the Tribunal. The impugned order dated 04.07.2019 is therefore without jurisdiction and hence is liable to be set aside. 11. Per Contra, Learned Counsel for the Respondent No. 1 and 2 submitted that they held 2,32,937 and 87,972 fully paid up shares respectively, representing 14.07% and 5.31% of share capital and they together hold 19.38% of the paid up share capital of the Appellant Company .For this purpose, they placed reliance on the Appellant Company's documents i.e. list of shareholders as on 31.03.2016, financial statements for financial year 2014-15 & 2015-16 and Return of Allotment filed by the Appellant Company with the Registrar of Company. Appellants have admitted in their preliminary counter that they have received a total sum of Rs. 17.65 Crores form the Respondent No. 1 and 2 and they have allotted above referred shares to the Respondent No. 1 and 2. Therefore, Learned Tr....
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....htly, stayed the notice and directed Appellants to file their reply to the Petition. 17. We have heard the Learned Counsel for both the parties and perused the written submissions and also the material documents. Admittedly, the Appellants instead of filing reply to the Petition, filed preliminary objection that in terms of Section 244(1) (a) of the Act the petition is not maintainable because the Respondent No. 1 and 2 has not paid the consideration towards the shares allotted to them. 18. Learned Tribunal by the impugned order dated 01.04.2019 rejected the objection and held that the Appellants have admitted the receipt of sum of Rs. 17.65 Crores towards the shares allotted to the Respondent No. 1 and 2 and the amount shown as capital in the Financial Statements. Thus, Respondent No. 1 and 2 together hold 19.38% of the paid up share capital of the Appellant Company. Therefore, the Petition is not hit by Section 244 (1) (a) of the Act. 19. Firstly, we have considered the scope of enquiry under Section 244 (1)(a) of the Act. At an initial stage maintainability of the company Petition on certain preliminary objection is analogous to the power of Civil Court to decide the Applicat....