2025 (11) TMI 1108

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

.... by the appellant under Section 421 of the Companies Act, 2013 against an impugned order dated 12.09.2025 passed by Ld. NCLT, Jaipur Bench, Rajasthan, in CP No.16/241-242/JPR/2025 thereby dismissing the petition at its threshold. The appellant submits he is the beneficial owner of the 5000 Equity shares in Respondent no.1 company and his 50% of the total share capital, has wrongfully been acquired by Respondent No.3 and the same is unequivocally been acknowledged by both the respondents in MoU dated 01.01.2022. It is submitted the Respondent No.3 is an unlawful transferee of such 5000 equity shares and both respondents are attempting to take undue advantage of their position. 2. The appellant had filed a Company Petition before the Ld. N....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....o a part of the MoU whenever this land will be sold, the sale proceeds shall be equally shared between the parties. 6. Admitted in the MOU dated 01.01.2022 the liability of the appellant was computed at Rs.11 crores, including the interest and whenever the appellant would make payment to Respondents No.2 and 3 his shares were to be restored to the appellant and till the date of final payment the appellant was also to pay an additional amount of Rs.5 lakh per month to Respondents No.2 and 3. The MoU also talks about an additional amount of Rs.78 lakh, payable to Respondent No.2 and 3. Admittedly none of such payments have since been made by the appellant to Respondents No.2 and 3. Rather a reference was made to an order dated 22nd August,....

X X   X X   Extracts   X X   X X

Full Text of the Document

X X   X X   Extracts   X X   X X

....any's property on the basis of MOU dated 01.01.2022. Of course, the appellant would get his share from the sale proceeds, after deducting his liabilities towards loan(s) against him together with interest etc. 9. In the circumstances we do not find any reason to grant any interim relief as prayed in IA No. 5713/2025. IA is accordingly dismissed. 10. Qua the contention of the appellant pertaining to non-adherence of Section 89(5) of Companies Act, 2013, the Ld. NCLT has rightly held such non-adherence of Section 89 cannot be considered as an act of Oppression and Mismanagement since Section 89(5) prescribes a duty on the person who holds the share to declare to the company about the details of the beneficial owner and if a person fails....