TaxTMI 
TaxTMI 
TaxTMI 
2022 (12) TMI 367
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....r of waiver/relinquishment of their right to the said shares in favour of the Petitioner. On 22.10.2014, the Petitioner obtained a Legal Heirship Certificate from the Tahsildar, Egmore Taluk Office, Chennai in her name and that of the other living siblings for the purpose of effecting transmission of the said shares held by her father. On 23.12.2019, the Petitioner submitted her formal Application of transmission of the shares to the Respondent Company in the prescribed format with all the relevant documents including an indemnity bond, duplicate Share Certificates, Succession Certificate, Legal Heirship Certificate, and the NoC from the siblings. It is stated that despite the period of 90 days as provided for under Section 58(4) of the Companies Act, 2013 (hereinafter referred to as 'The Act') has lapsed, the Petitioner did not receive any response from the Respondent Company. The Petitioner approached the Hon'ble Madras High Court for obtaining a Succession Certificate as per the provisions of Indian Succession Act, 1920 and the same was granted by the Hon'ble Madras High Court, by Order dated 28.05.2019. It is stated that the Respondent Company conducted a roving enquiry and had....
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....1997 SCC OnLine CLB 26, wherein it is observed as follows: "8. The company has relied on the provisions of article 33 in seeking various documents from the petitioner. While the petitioner furnished some of the documents, yet he has not been able to produce consent letters from other legal heirs of the deceased as well as the original share certificates. While it is within the right of the board to call for these documents, yet, if we look at the issues in an objective manner, we find that some of the legal heirs are on the board of directors and that the petitioner has already produced succession certificates from the competent court of law. Even though the succession certificate issued by the court is under appeal, the order of the trial court has not yet been stayed. When the petitioner has produced the succession certificate, we are of the view that the company's demand for consent letters from the other legal heirs is not warranted. In case the petitioner was not in aposition to produce a succession certificate, the company would be fully justified in asking for the consent letters but not in the present case. As far as the original share certificates are concerned which....
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....of powers by the board under article 25/26 would arise only when a person who is a member carries on a competing business. Had it been a transfer of shares and not transmission, perhaps, the board could have taken such a stand by the provisions of article 29. According to us, the powers of the board in the case of transmission are limited to the extent of only calling for requisite evidence of title and taking a decision on the same and nothing more." * It is vehemently argued by the Learned Counsel for the Appellant that the Respondent Company could not have withheld the transmission of shares in the Appellant's name as there was a valid Succession Certificate at the time of filing of the Company Petition. Reliance is placed on the Judgement of the Company Law Board in 'Arjun Kumar Israni' Vs. 'Cipla Ltd.' 1996 SCC OnLine CLB 9, in which it is observed as follows: "Third question for consideration is whether the respondent-company is justified in not acting on the Succession Certificate issued by the competent court on account of insufficient court fees stamp. In this regard, we are of the view that it is for the Court to satisfy about the payment of proper court fees and if co....
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....ranted at her instance could be no bar against DR Group. The decisions sought are thus, of no relevance to such a situation. 22. We sum up our conclusions as follows: (i) LMJS executed will in favour of his mother GD which is not in dispute; (ii) GD and DR jointly obtained succession certificate; (iii) GD signed the transfer deeds and communicated the same to the Board of Directors; and (iv) The civil court vide order dated 28-7-1991 declined to grant temporary injunction finding no prima facie case against the succession certificate." 4. Submissions of the Learned Counsel appearing on behalf of the Respondent: * Learned Counsel for the Respondent argued that the transmission of shares sought for by the Appellant from the Respondent Company is based on the Succession Certificate obtained by the Appellant in OP No. 1118/2018 dated 25.08.2019. But in view of a 'Rival Claim' by the second wife of Mr. R. Kapanipathi Rao in whose Will, the Rival Claimant by name Ms. K. Sumathi is stated by the testator as his wife, the Respondent Company could not have transmitted the shares in favour of the Appellant. * It is submitted that the said Smt. K. Sumathi filed an Application bef....
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....Will only for the limited purpose for showing that 'Rival Claim' with respect to transmission of shares. * Learned Counsel concluded his arguments submitting that there is absolutely no 'perversity' and that the ground of 'perversity' taken by the Appellant is baseless. Assessment : 5. The brief point which falls for consideration in this Appeal is whether the NCLT was justified in directing the executor to issue Notice to the Rival Claimant namely Smt. K. Sumathi and in granting six weeks time to obtain the necessary clarification regarding the Succession Certificate, keeping in view the facts and circumstances of the attendant case on hand. 6. C.P. No. 18/PB/2021 is the Company Petition filed by Ms. Nalini Hari/ the Appellant against the Respondent Company inter alia seeking to affect the transmission of 15,419/- shares lying in the name of her father late Mr. R. Kapanipathi Rao, and also to pay the dividend due. It is not in dispute that there was a 'Rival Claim' by Smt. K. Sumathi who is also one of the Shareholders of the Respondent Company. Smt. K. Sumathi vide letter dated 30.07.2014 had written to the Respondent Company stating that her husband Mr. R. Kapanipathi Rao h....
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.... Punjab' (2004) 7 SCC 505, wherein the Hon'ble Apex Court has held that 'this bar comes into play only as a right of the executor or a legatee under Will is sought to be established and for any collateral purposes, an unprobated Will can be proved in evidence'. It is seen from the record that the Will is being relied upon only for the limited purpose of specifying 'Rival Claims' and therefore we do not find any substance in the argument of the Learned Counsel for the Appellant that the Will is not probated and therefore has absolutely no significance. 9. The Hon'ble High Court of Karnataka in 'Smt. Suvarna W/o Ramanna' Vs. 'Ramesh S/o Sangappa' Writ Petition No. 200103/2022, while dealing with a Petition filed under Section 372 of the Indian Succession Act, 1925 filed before the Court of the Senior Civil Judge at Sedam contending that she was a sister of one Mr. Chandrashekhar who died living behind the Petitioner as his sole legal heir and successor had deposited an amount in a Fixed Deposit, which the Bank had agreed to release provided she produced the Succession Certificate and accordingly she had filed a Petition which was allowed and a Succession Certificate was issued in he....