TaxTMI 
TaxTMI 
2024 (1) TMI 833
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....ubmits that no will of the deceased has come to the knowledge of the respondent. Respondent is directed to transfer 18055 number of equity shares in the name of the Applicant after obtaining an indemnity to the satisfaction of the respondent within a period of 2 weeks from the date of this order. From the above directions, this application is allowed and disposed off." 2. The Learned Counsel for the Appellant Mr. Arun Karthik Mohan submitted that the Appellant is a Private Limited Company in which Mr. Arun Gupta, was allotted 54,166 shares in the Appellant Company on 30.03.2015. While so, Mr. Arun Gupta died intestate on 22.11.2020, consequently his son Mr. Alkesh Gupta sought for transmission of the shares of Mr. Arun Gupta in his name by issuing a Demand Notice to the Appellant dated 01.11.2021. It is submitted that there are three Legal heirs: the first being Mrs. Kusum Gupta, his wife, the second being the eldest son, Mr. Alkesh Gupta and Mr. Kushal Gupta, the second son. It is submitted that the Respondent had issued the Notice without intimating the other legal heirs and subsequently approached the NCLT by way of C.P. No. 138/2022 filed under Section 58 o....
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....the matter of: Kusum Gupta ...Appellant V Alkesh Gupta & Anr. ... Respondents Present ; For Appellant : Mr. Vishnu Mohan, Advocate For Mr. Rahul Balaji, Advocate For Respondents : Mr. Arun Karthik Mohan, Advocate, For R2 ORDER (Virtual Mode) 11.10.2023: After hearing the arguments of Mr. Vishnu Mohan, the Learned Counsel appearing for the 'Appellant' in Comp App (AT) (CH) No.76/2023, the Learned Counsel for the 'Appellant', seeks permission from this 'Tribunal' to withdraw the instant Comp App (AT) (CH) No.76/2023. Acceding to the said request, the instant Comp App (AT) (CH) No.76/2023 is 'dismissed as withdrawn'. No costs. The connected pending IA Nos.1015 & 1016/2023 are closed. Before parting with the case, this 'Tribunal' makes it abundantly quite clear that the 'dismissal', of Comp. App (AT) (CH) No.76/2023, will not preclude the 'Appellant', to file necessary 'Interlocutory Application', before the 'National Company Law Tribunal', Chennai Bench and to recall the Impugned Order in CP/138/(CHE)/2022 on the file of the 'Tribunal'. Since, the 'Appellant,' has come out with a plea th....
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....e LODR Amendment Regulations has inter alia enhanced the monetary limits for simplified documentation for transmission of securities, allowed 'Legal Heirship Certificate or equivalent certificate' as one of the acceptable documents for transmission" b. Page No. 7:- "Legal Heirship Certificate or its equivalent, along with (i) a notarized indemnity bond from the legal heir o(s)/claimant(s) to whom the securities are transmitted, as per the format specified provided in Annexure E" c. Page 9: - Annexure E states "on my/our behalf, without insisting on production of a Succession Certificate/ Probate of Will / Letter of Administration or any Court order" 8. The Learned Counsel also placed reliance on the Judgment of the NCLT, Kolkata Bench in C.P. No. 1243/KB/2020 in which it is observed that in cases where there is no valid will, by operation of law, no Succession or Probate is required. Assessment : 9. At the Outset, this Tribunal finds it relevant to reproduce Section 44 of the Companies Act, 2013 which reads as hereunder: Section 44 : "44. Nature of shares or debentures.-The shares or debentures or other interest of any member in a compan....
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....ation of the Appellant Company, is untenable, specifically keeping in view that the jurisdiction of SEBI extends only to limited Companies and not to unlisted private Companies such as the Appellant herein. Additionally, title to the Form E of the SEBI Circular reads as 'Bond of Indemnity to be furnished jointly by all legal heirs including the claimants'. A bare perusal of this annexure establishes that the reference to non-production of Succession Certificate is to be construed in the context of all Legal heirs of the deceased having signed such an Indemnity Bond. The facts in the attendant case are distinctly different in as much as there are rival claims amongst the legal heirs. Therefore, this Tribunal is of the considered view that submission of a Succession Certificate, as provided for under the Articles of Association of the Appellant Company, is required for the transmission of shares of the deceased Member. 13. A Company cannot refuse `Transmission of Shares', once the `legal heirs' proves his/her entitlement to them, through a `Probate', a `Succession Certificate'. It is to be pointed out that `transfer' is an act of parties or law by which the title to the party is c....