AI Drafter 
TaxTMI 
TaxTMI 
2025 (4) TMI 891
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....er of members and enter the name of the appellant as a member of the Company holding 100 shares of the Company having face value of Rs. 100/- each along with shares issued during corporate actions since 2015, if any; and/or iii. That this Hon'ble Tribunal may be pleased to II pass such other and further reliefs in the interest of justice as this Hon'ble Tribunal may deem fit; and/or iv. That this Hon'ble Tribunal may provide costs for preferring this appeal. 3. The facts of case are narrated as under:- 3.1 The appellant submits that the appellant is the shareholder of Flowchem Engineering Private Limited. The appellant states that it holds 100 equity shares having face value of Rs. 100/- each translating to ~2% share of equity in the Company. The authorized and paid up capital of the Company consists of 5,000 shares with face value of Rs. 100/- each. 3.2 The appellant states that Mr. Himanshu Bhatt, the appellant's real brother, was the subscriber to the Memorandum of the Company alongwith one Mr. Dinesh D. Pathak. Both of them were in charge of running the Company ever since its inception in 1992. Owing to disputes between the parties sometime in 2010, M....
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....e family members of Mr. Himanshu Bhatt and Mr. Vikram Bhatt. 3.7 Accordingly, the appellant approached the Respondent vide notice dated 19.11.2020 which was delivered to the Company on 24.11.2020. 3.8 The appellant states that no response is forthcoming from the Company even as on date. 3.9 The appellant humbly submits that, despite submission of all requisite documents, the aforementioned action of non-transfer of shares in the name of the appellant, without any reasonable, justifiable and cogent grounds has caused the appellant to suffer irreparable loss and damages. 4. The Respondent appeared and filed its reply on 07.09.2021 vide inward dairy no. 1082021/2 and made the following statements:- i. At the outset, It is submitted that the Company Appeal as an abuse of the process of this Tribunal, not maintainable, clearly an afterthought and a deliberate attempt by the Appellant to cloud the issues and mislead the Tribunal and ought to be dismissed in limine for the following, amongst other, reasons each of which is in the alternative and without prejudice to the other: ii. That the Appeal is motivated and ridden with malafides. iii. That the ....
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.... x. In a humble submission of the Respondent Company, there are two aspects of sub-rule 23 of the National Company law Tribunal Rules, 2016, firstly, the sub rule requires that the documents accompanied with the application must be certified by the authorised representative or the advocate and secondly, they should be duly verified from the originals. In the present case, the correctness of the copies of the documents are not verified from the originals and also accompanied documents with this appeal is not certified by the authorised representative or advocate. xi. It is relevant to mention here that, sub rule 2 of rule 26 of the National Company law Tribunal Rules, 2016, provide as under: "(2) Every Appeal or application shall be signed and verified by the party concerned in the manner provided by these rules." xii. As per the provisions of Rule 23, Rule 26 of the National Company law Tribunal Rules, 2016, clearly mandate all documents in support of the application to be duly 'verified' by way of an affidavit. In the present case, neither the documents have duly certified from the originals nor has been the correctness of the documents duly verifi....
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....ith the result that the affidavits should not be admissible in evidence. " (iii) Para 5 in AIR 1968 CALCUTTA 388 - in the matter of Gaya Textiles etc. and Star Textile etc. and Star Textile Engineering Works Ltd. "It appears that the petition was not verified by an affidavit at all, but declaration. Secondly, this declaration appears to have been made before a notary public at Bombay on December 24, 1965. I shall now refer to the relevant rules for verification of petitions under the Companies (Court) rules, 1959 (hereinafter referred to as the Company Rules) and also under the rules of this Court Rule 21 of the Company Rules requires that every petition shall be verified by an affidavit made by the petitioner or in the case or a petition by a body corporate, by a director, secretary or other principal officer. Such an affidavit has to be made in Form No. 3 which provides that the affidavit shall be made on solemn affirmation. Therefore, an affidavit verifying a petition must be made on a solemn affirmation as prescribed by Form No. 3. Under Rule 18 (a) of the Company Rules the affidavit verifying the petition is to be signed by the deponent as verifying the petit....
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....Appellant has got knowledge of transfer of shares since the date of filing of Annual Return for the year 2016 by the respondent and as per letter submitted as Exhibit D and Annual Return for the year 2016 as Exhibit C with the Appeal. xvi. We relied on Para 15 of the TP No. 65/58-59 NCLT/AHM/2016 with TP 65-A /2016(New) passed by this Hon'Ble Bench Ahmedabad. In the matter of D. Laxminarayan Dora V/s Gandhidham Developers Private Limited & Ors. "No period of limitation is provided in Section 59 of the Companies Act,2013. But Section 433 of the Companies Act says that the provisions of the Limitation Act, 1963 shall, as far as may be, apply to proceedings of appeals before the Tribunal or the Appellate Tribunal, as the case may be. The Hon'ble Supreme Court, in the case Kerala State Electricity Board v/s T.P. Kunjali (1976) 4 SCC 634 SC 282, held that Article 137 of the Limitation Act, 1963 will apply to any Appeal or application under any act to a Civil Court. Therefore, Article 137 of the Limitation Act, 1963 is applicable to a Appeal filed under Section 59 of the Companies Act, 2013 before this Tribunal." Thus, it is clear that, the present Appeal is ti....
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....itted that the shares in question pertaining to the Respondent Company were allegedly transferred in 2016 based on a purported share transfer deed executed on 2.5.2009. The appellant submits that the Respondent has not given any explanation to the fact as to why a share transfer deed executed on 2.5.2009 was only put to use in 2016. It is further submitted that there is no possible way for the appellant, to know about the illegal actions of the Respondent carried out in 2016 since neither the Respondent Company nor the purported new shareholders claim to have or have provided any proof that they informed the appellant about the share transfer having taken place only in 2016 based on a purported share transfer deed executed on 2.5.2009. The illegal actions of the Respondent Company only came to the knowledge of the appellant from various documents being provided in other disputes between the family members of Mr. Himanshu Bhatt and Mr. Vikram Bhatt iv. The appellant submits that even the purported share transfer deed executed on 2.5.2009 leaves a lot to be desired since the signature of the appellant on the memo of the appeal and in the transfer form is admittedly different....
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....um of Association. They managed the company from its inception in 1992. A dispute arose in 2010, leading Mr. Dinesh Pathak to file a petition against the company under the Companies Act, 1956, alleging oppression and mismanagement. Until 2015, the company's shareholding remained within the families of Mr. Himanshu Bhatt, Mr. Vikram Bhatt, and Mr. Dinesh Pathak. However, Mr. Himanshu Bhatt passed away in 2015, and Mr. Dinesh Pathak subsequently withdrew his petition due to a settlement. iii. Following Mr. Dinesh Pathak's withdrawal, the shareholding should have been divided between the families of Mr. Himanshu Bhatt and Mr. Vikram Bhatt. However, the family of Mr. Vikram Bhatt allegedly usurped the shares belonging to the family of Mr. Himanshu Bhatt, including the Appellant. Within a year, the family of Mr. Vikram Bhatt acquired all 5,000 shares in the company, while the Appellant and other family members of Mr. Himanshu Bhatt lost their entire shareholding of 2,590 shares. iv. The Appellant issued a notice to the Respondent Company on 19.11.2020, which was delivered on 24.11.2020. The company failed to respond to this notice. In its reply, the Respondent Company ....