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2017 (5) TMI 22 - AT - Companies LawMaintainability of petition under Section 397 and 398 of the Companies Act, 1956 - respondents/petitioners are not the shareholders and, thereby, do not have the locus standi to file the petition - Held that:- To decide the question whether the respondents/petitioners have ceased to be shareholders or not, the Tribunal has not refused to rely on the MOU on the ground that any agreement against the provisions of Indian Contract Act cannot be noticed. Having heard the learned counsel for the appellants and on perusal of the record, we are of the view that the observation made by the Tribunal at paragraph 14 of the impugned judgement cannot be treated to be a finding with regard to the validity of the MOU reached between the parties on 16.4.2011. It is merely a premise view to decide the question whether shares stood transferred. Further, as admittedly the shares have not been transferred in favour of the appellants in accordance with law, i.e. no entry having made in the register of the company, we hold that the respondents/ petitioners continue to be shareholders till their shares are registered in the name of other persons. For the reasons aforesaid we are not inclined to interfere with the impugned judgement dated 2.1.2017. However, we make it clear that the order passed by the Tribunal or by Appellate Tribunal will not come in the way of the appellants in registering their name, if transfer is genuine and in accordance with law. The appeal stands disposed of with the aforesaid observations.
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