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TMI Blog2024 (8) TMI 26X X X X Extracts X X X X X X X X Extracts X X X X ..... Anjali Singh, Advocates. For the Respondent : Mr Ashish Dholakia, Sr. Advocate, Ms Gauri Rasgotra, Mr. Dinesh Moorjani, Mr. Rohan Chawla, Mr Shivansh Agarwal, Mr Gunav Gujral, Advocates for R1. Ms Natasha Dhruman Shah, Advocate for R3. JUDGEMENT JUSTICE YOGESH KHANNA, MEMBER (JUDICIAL) The present appeal is preferred under Section 421 of the Companies Act, 2013 against the impugned order dated 14th March, 2024 passed by National Company Law Tribunal, Ahmedabad in CP No.35/2021. 2. The appellants are legal heirs of Mr. Narendra Gopalbhai Patel, who was the promoter and shareholder of Respondent No.1 company. The Respondent No.2 to 4 were also the shareholders of Respondent No.1 company. It is alleged in the last quarter of July, 2013, M ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 02 I Narendrabhai Gopaldas Patel herewith inform the company that I propose to sale 2500 Equity shares held by me under Folio No. 002, bearing certificate no.002 in Thermflow Engineers Private Limited. I propose to consider Rs. 275.62/- per share as fair value at which I am willing to offer the shares and I constitute the board of directors as agent for sale of shares. You are required to consider to my proposal and do the necessary formalities as required under the relevant clauses of the Article of Association. Regards, Sd/- (Narendrabhai Gopaldas Patel) 5. Admittedly the sale took place and the Board of Directors transferred those 2500 shares only to Respondent No.2 herein. The deceased accepted the sale and he got the entire sa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... order of NCLAT was dismissed by the Hon'ble Supreme Court in the year 2018. Thus the issue which was contested and settled was only to whom such 2500 shares could be allotted and not that the sale made by R12 was bad and in that sense the allotment of shares only to Respondent No.2 was held to be illegal. 8. The appellant then filed petition viz CP/35(AHM)2021 with the following prayers:- A) BE PLEASED to set aside the transfer of 2500 equity shares of face value of Rs. 10/- which were illegally transferred to the Respondent Nos. 2 to 4 herein in the interest of justice; B) BE PLEASED to grant permanent injunction restraining the - Respondent Nos. 1 to 4, their servants, agents and person claiming by, through and/or under them from in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he order passed in TP No.106/2016 to their benefit. The transfer of shares by deceased was never an issue pending before Company Law Board or Ld. NCLT and neither the deceased challenged such transfer. It was purely a dispute between other directors and deceased himself opted out of that frame. Hence this appeal has no merit. Even otherwise we find the appellants have no locus to file petition under Section 241-242 under the Companies Act as they are not the member/shareholders of the Company. In Jitendra Parlapplli Vs Wirecard India Pvt Ltd 2023 SCC OnLine NCLAT 1435 this Tribunal held 30. The term 'Shareholder' and 'Holder' of a 'Share', are employed in the 'Companies Act', in same manner, meaning 'a person', who holds 'Share', in a 'Co ..... X X X X Extracts X X X X X X X X Extracts X X X X
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