TaxTMI 
TaxTMI 
TaxTMI 
2026 (1) TMI 531
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....ransfer by Sh. Kamal Jain in his favour in Respondent No.1 company and also allotment of shares to Respondent No.3 and 4. The said company petition was dismissed on the ground there are triable issues qua transfer of shares pending before the Ld. Trial Court and these are needed to be adjudicated first by such court, before a final decision on the rectification of register of the members can be arrived at by the Tribunal and hence this Appeal is filed by the appellant i.e. Mr Shiv Raj Singh challenging the dismissal of his Company Petition on the ground the Ld. NCLT only has jurisdiction over triable issues pertaining to Section 59 of the Companies Act, 2013. 2. Another Company Appeal (AT) No.403/2024 has been filed by Mr. Kamal Jain, primarily, on the ground the Company Petition ought to have been dismissed also on grounds of limitation and otherwise. 3. The present dispute between the appellant Mr Shiv Raj Singh and Mr. Kamal Jain has arisen on the ground that Mr. Kamal Jain, a Chartered Accountant of M/s Kempty Konstructions Pvt Ltd & Ors, had misused his position and got transferred 998 shares, out of 1000 shares, illegally and thus the appellant, Mr. Shiv Raj Singh has b....
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....7/2008 showed the shareholding of the appellant to be 0%. The Ld. NCLT also held the statutory charges for such transfer of 998 shares were all borne by the appellant - Shiv Raj Singh and the appellant even did not deny the Demand Promissory Note of Rs.80 lakhs which he had allegedly executed in favour of Respondent No.2 - Mr. Kamal Jain and also his cheque of even amount. Further the Ld. NCLT was also of the view the allegations qua misuse of digital signature was a mere averment and Respondents No.2 to 4 were rather appointed as directors in March, 2005 and whereas CP No.104/2011 was filed in 2011. Further references were made to a certificate issued by Mr. Anil Kumar Popli of M/s Popli and Associates, PCS to the effect the ROC filing fee and his professional charges towards e-filing of above forms were all made good by Shiv Raj Singh - appellant herein. The remittances to the auditor were also co-related from the transfer account of the appellant herein. 6. However, the order dated 10.07.2017 of the Ld. NCLT was challenged before this Tribunal in Company Appeal (AT) No.292/2017 and though this Tribunal noted the original shares certificates were lying with the appellant and h....
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....tter was agitated before the Hon'ble NCLAT and Hon'ble Apex Court, but even then the Share Certificates were not produced by the Petitioner. The Petitioner produced the share certificates on 10.11.2023 only after another direction was issued by this Tribunal during the present proceedings. 12.2 Similarly, the Respondent No.2 produced for the first time (after specific directions by this Tribunal) the notice of AGM, Annual Returns, list of shareholders as annexed with Annual Return for the FY 2007-08 only on 23.08.2024 by filing I.A. 297 of 2024 during the present proceedings. 12.3 Furthermore, the authenticity of all the documents placed through Annexure--9-25 of IA 297/2024 placed by the Respondent, which is stated to have been filed earlier also in CP-104/(ND)/2011 through CA-43/2014 and CA-31/2016 has also been questioned by the Petitioner. 12.4 At this juncture, we note that both the Petitioner as well as the Respondent No.2 were important stakeholders in Respondent No. 1 and are expected to be fully aware of the whereabouts of the financial records, title documents and other related documents, but for some strange reason both the parties have chosen ....
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....f the issues relating to the authenticity of the documents placed before us in the present proceeding are now before the Ld. Trial Court under a direction by the Hon'ble Delhi High Court in its Order dated 02.04.2024. Based on the elaborate discussion in the foregoing paragraphs, we hold that several issues placed before us in the present proceedings for rectification of registration of members under Section 59 of the Companies Act, 2013 fall clearly within the jurisdiction of the Civil Court. We are of the view that certain related issues which are pending before the Ld. Trial Court need to be adjudicated first before a final decision on the rectification of the register of members can be arrived at. Therefore, we believe that in the present petition, the Petitioner is requesting an adjudication of these highly contentious issues, which do not fall under the purview of "rectification" under Section 59 of the Act. 10. Admittedly the impugned order noted the original share certificates were produced by the appellant only on 10.11.2023 and similarly Mr Kamal Jain, Respondent No.2 produced notice of AGM, annual returns, list of shareholders as annexed with the annual return for the....