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TMI Blog2024 (1) TMI 833X X X X Extracts X X X X X X X X Extracts X X X X ..... d Order, the NCLT has allowed the Applications, M/s. Avanti Metals Pvt. Ltd., has preferred this appeal. The NCLT has observed as follows: "It is seen from the reply filed by the respondent that Respondent has no objection to the said transfer save except formalities to be completed as per the Companies Act. However, the same is not specified in the reply of the respondent. Respondent submits that no will of the deceased has come to the knowledge of the respondent. Respondent is directed to transfer 18055 number of equity shares in the name of the Applicant after obtaining an indemnity to the satisfaction of the respondent within a period of 2 weeks from the date of this order. From the above directions, this application is allowed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f Association of the Appellant Company read as hereunder: "8.14 On the death of a member, the surviving joint holder(s) where the member was a joint holder shall be the only person recognized by the company as having any title to or interest in the shares. 8.15 The executors or administrators or a holder of a succession certificate in respect of the estate of a deceased member not being one of the joint holders, shall be the only person(s) whom the company may be bound to recognise as having any title to the shares registered in the name of such member." 4. It is submitted that these two clauses mandate the requirement of a Succession Certificate. It is contended by the Learned Counsel for the Appellant that one of the other Legal heir ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Comp App (AT) (CH) No.76/2023 is 'dismissed as withdrawn'. No costs. The connected pending IA Nos.1015 & 1016/2023 are closed. Before parting with the case, this 'Tribunal' makes it abundantly quite clear that the 'dismissal', of Comp. App (AT) (CH) No.76/2023, will not preclude the 'Appellant', to file necessary 'Interlocutory Application', before the 'National Company Law Tribunal', Chennai Bench and to recall the Impugned Order in CP/138/(CHE)/2022 on the file of the 'Tribunal'. Since, the 'Appellant,' has come out with a plea that the Impugned Order was passed and leaving behind one of the legal heirs Mr. Kushal Gupta of Mr. Arun Gupta, who died on 22.1 1.2020 and if the said 'Application' is filed, within 'one week' from 'Today', be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... shares. It is contended that none of the Sections of the Companies Act, 2013 mandate the requirement of a Succession Certificate and therefore, the NCLT was right in ignoring the clauses of the Articles of Association of the Appellant Company. It is strenuously argued that a Succession Certificate is not required by any operation of Law. The Learned Counsel places reliance on the following paragraphs of the SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/65, dated 18.05.2022, in support of his argument that a Succession Certificate is not required for the transmission of the Shares and the relevant portion is reproduced as hereunder : "a. Page No.1:- "The LODR Amendment Regulations has inter alia enhanced the monetary limits for s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ares of any member in a Company are required to be transferred in the mode and manner provided for under the Articles of Association of the Company, the sole Respondent is bound to meet the requirements of the said article 8.15. The Judgment relied upon by the Learned Counsel for the Respondent in C.P. No. 1243/KB/2020 NCLT Kolkata Bench Order dated 20.02.2023, is not applicable to the facts of this case as the Petitioner in that matter was the only Legal Heir of the deceased Member. Whereas in this case, the record shows that the mother Mrs. Kusum Gupta / the wife of the deceased member filed Company Appeal (AT) (CH) No. 76/2023 seeking recall of the Impugned Order dated 11.12.2023. A Recall Application IA(CA)/167(CHE)/2023 is pending befo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd of Indemnity to be furnished jointly by all legal heirs including the claimants'. A bare perusal of this annexure establishes that the reference to non-production of Succession Certificate is to be construed in the context of all Legal heirs of the deceased having signed such an Indemnity Bond. The facts in the attendant case are distinctly different in as much as there are rival claims amongst the legal heirs. Therefore, this Tribunal is of the considered view that submission of a Succession Certificate, as provided for under the Articles of Association of the Appellant Company, is required for the transmission of shares of the deceased Member. 13. A Company cannot refuse `Transmission of Shares', once the `legal heirs' proves his/her ..... X X X X Extracts X X X X X X X X Extracts X X X X
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