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2023 (2) TMI 443 - AT - Companies LawMaintainability of appeal - time limitation - Direction to respondent to allot shares equivalent to 51% in the Company to the Petitioners - HELD THAT:- It is seen from the record that a Certified Copy of the Impugned Order dated 17.03.2019 was received by the Appellant on 26.03.2019 and therefore this Appeal is not barred by Limitation as the Appeal was filed on 09.05.2019. However, the Appellant had subsequently applied for Certified Copies again. However, it is the first date of receipt of Certified Copy is what is relevant for counting the period of Limitation and it is seen that the present Appeal is filed within 45 days from the date of receipt of Certified Copy of the Order. A perusal of the material on record establishes that there is no documentary evidence inasmuch as the relevant Minutes of the Board Meeting or any other significant documents establishing that any allotment or transfer of shares were made with the consent of the 1st Respondent or the legal heirs of Late Shri S.M. Mohan Lal. There is no Balance Sheet which has been filed by the 1st Appellant Company with the ROC and neither is there any record produced for having called any Annual General Meeting after issuance of notice to the Respondents about the purported sale - As per the Articles of Association of the Company, no person can become a shareholder in the 1st Appellant Company without the consent of the existing shareholders. A perusal of the documentary evidence on record establishes that the Respondents are entitled for ₹ 51% Shareholding, in the Company and the Memorandum of Understanding’s in question, specifies that the above percentage, is to be maintained and the initial lease period of 11 years in question will not have any bearing. This ₹ 51% Shareholding, has to be maintained and without the Consent of the Respondent, who are holding ₹ 51% Shareholding, no Transaction, can be entered into by the Company, which would effectively dilute the Shareholding of the Respondents. At the cost of repetition, this Tribunal, is of the earnest view that the Appellants, had acted in Violation of the Articles of Association of the Company and have not approached the Tribunal with clean hands. This Tribunal, does not find any illegality or infirmity, in the well reasoned order of the Tribunal. Application dismissed.
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