Shareholders Validate Equity Transfer via Pre-Existing Call Option Under Contractual Rights in Company Liquidation Proceedings

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....HC validated the sale and transfer of 234,000 equity shares based on a pre-existing contractual agreement. The Applicants exercised an irrevocable call option under the MOU after the company's failure to infuse agreed funds. The court determined that the transaction was bona fide, initiated prior to winding up proceedings, and completed in accordance with crystallized contractual rights. Applying Section 536(2) of the Companies Act, 1956, the court ratified the share transfer, recognizing that strict interpretation could potentially paralyze business operations during liquidation proceedings. The application was ultimately allowed, affirming the Applicants' right to complete the share transfer.....