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2018 (10) TMI 338 - Tri - Companies LawRectification of Register of members - when there is transfer of shares it has to be seen whether such transfers have been made in accordance with the Articles of Association or not? - Held that:- In the case on hand the Investment Agreement which is incorporated in the Articles of Association gives a right of election to ask for conversion of CCDs into equity shares when an event of default occurred as per the terms of Investment Agreement dated 25.06.2015. Such election has been made by the Petitioner. Therefore, the conversion of CCDs into equity shares is not in derogation of Articles of Association or the terms of Investment Agreement. In that view of the matter only it is concluded that there is a sufficient cause for mentioning the names of the Petitioners as shareholders of Respondent No. 2 Company on account of conversion. Here in case on hand the manner in which the Petitioner kept quite till 20.03.2018 in respect of election for conversion of CCDs into equity shares and several issues that crop up in this petition and the fact that the Petitioner filed the Petition u/s.7 of the IB Code against Respondent No.4 herein would go to show that this Petition is not a mere petition seeking rectification of entries in the register of members but it has got other collateral purposes namely, triggering Corporate Insolvency Resolution Process in respect of Respondent No.4. Therefore, this Tribunal is of the considered view that such contentious issues cannot be decided while exercising jurisdiction u/s.59 of the Companies Act.
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