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2021 (10) TMI 693 - Tri - Insolvency and BankruptcyOppression and mismanagement - owner of leasehold land property - transfer in the shareholding pattern or not - removal of directors of the company - appropriate statutory filing with the Registrar of Companies / Ministry of Corporate Affairs - rectification in the register of numbers of the Respondent No.1 Company - disclosure of all monetary transactions carried out on behalf of Respondent No.1 Company - release of any claim to, or encumbrance by way of claiming the security on the said property of the Respondent No.1 Company.Section 59, 241 and 242 of the Companies Act. HELD THAT:- The petitioners holds the entire shareholding of the Respondent No.1 Company, M/s Vivid Solution Private Limited which owns the leasehold plot in the MIDC Industrial Area in Nashik along with constructed building etc. The Respondent Nos. 2 and 3 are the owners of Respondent No.4 Company which is located at plot adjoining Respondent No.1 Company. The Respondent Nos. 2 to 4 were desirous of expanding their business and therefore petitioners agreed to transfer 100% shareholding in Respondent No.1 to Respondent Nos. 2 to 3 - The Bench notes that a total amount of ₹ 3 Crore was paid by the Respondent Nos. 2 to 4 to the petitioners and MoU was executed between the parties where intention of the parties to sell the entire shareholding of the petitioner in Respondent no.1 Company to Respondent Nos.2 to 4 were agreed. The Respondent Nos. 2 to 4 made a payment in all of ₹ 3 crores as initial amount. The Bench therefore, notes that the property has not been transferred through any agreement/conveyance deed which need to be registered under Section 17 of the Indian Registration Act, 1908 and Section 54 of Transfer of Property Act, 1882. There is no such documents produced before the Bench by the Respondents which would constitute a valid transfer. It is very clear that under no circumstances the said immovable property can be passed to the Respondent No.4 which is the company promoted by Respondent no. 2 and 3 without any conveyance/sale deed - the Bench concludes that the immovable property of Respondent No. 1 Company passing to the Respondent No. 4 namely Ukay Metal Industries Private Limited without any transfer document, under no circumstances can be constituted as a valid transfer and, therefore is illegal, null and void. The petitioner continues to be the 100% shareholder of Respondent no. 1 Company i.e. Vivid Solutions Pvt. Ltd. and alleged transfer of shareholding of the Petitioners in the Respondent no. 1 company in favour of the Respondent Nos. 2 to 4 is illegal, null and void. The ROC is therefore to declare the transfer of shareholding of Respondent no.1 company to Respondent Nos. 2 to 4 as illegal and null and void - The Bench further directs the purported transfer of immovable assets of Respondent No.1 by mere book entries in the filings with ROC without any Registered Conveyance/Agreement under Section 17 of the Indian Registration Act as not a valid transfer. Therefore, the same is declared illegal and null and void. Petition allowed.
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