Ch. Mohd. Sharief Tariq, Member - (1.) This is pertaining to the Order dated 14.02.2017 that came to be passed by the Hon'ble NCLAT in Company Appeal (AT) No. 2/2017 titled M/s. NSS Karayogam, Kodalnadakkave Vs. V.C. Velayudhan Nair & Ors., wherein the Order passed by this Bench on 21.11.2016 was set aside and the case was remitted to this Bench for hearing on merit after notice to the parties.
(2.) It may be recalled that vide Order dated 21.11.2016, this Bench, has dismissed CA-1/2013 holding that M/s. NSS Karayogam, Kodalnadakkave is neither proper nor necessary party in relation to TCP 55/2016 (CP 75/2010). The issue involved in the matter is that the Applicant, through CA 1/2013 sought M/s. NSS Karayogam, Kodalnadakkave to be impleaded as Respondent in TCP 55/2016 (CP 75/2010). The Applicant claimed that M/s. NSS Karayogam still holds 520 shares in the 1st Respondent Company. But, it was found out that, the Applicant did not hold the said shares in the 1st Respondent Company, after the transfer of shares which was actually effected on 22.10.2008 as ratified in General Body Meeting of M/s. NSS Karayogam, Kodalnadakkave held on 14.12.2008. For the purpose of knowing the factual details, we may refer to para Nos. 7, 8, 9 and 10 of the rejoinder, which are reproduced as follows:- "7. The Karayogam Committee had convened a meeting on 24.08.2008 under the Chairmanship of its President, P. Venugopala menon, to discuss the question of selling of the shares held by the Karayogam (i.e., 520 shares) in the first respondent company. It was unanimously decided to sell the shares (i.e., 520 shares) having face value of Rs. 52,000/- (Rupees fifty two thousand only) held by the Karayogam in the first respondent company in favour of-(i) Karayogam Members; or (ii) Committee members; or (iii) others, who are willing to pay the sale consideration for the shares at the earliest. This decision has to be ratified by the General Body of the Karayogam before 31st March (2009). A copy of the said resolution dated 24.08.2008 is attached as Annexure A-14. 8. In accordance with the above decision of the Karayogam Committee, the entire shareholding of the Karayogam (to the extent of 520 shares) was transferred to different persons on 22.10.2008 as per details given below:- Copies of the share certificate attesting to the above transfer are annexed herewith and collectively marked as Annexure A-15. 9. Further, an extraordinary general meeting of the General Body of the Karayogam was convened on 14.12.2008, at which the resolution passed at the meeting of the Karayogam Committee on 24.08.2008 to transfer the 520 shares held by the Karayogam in the first respondent company, was unanimously ratified. A copy of this resolution dated 14.12.2008 is attached at Annexure A-16. 10 On and from the date of actual transfer of the shares, i.e. 22.10.2008, the Karayogam ceased to be a shareholder of the first respondent company. Consequently, the affairs of the Karayogam cannot be allowed to cast a shadow on the actual shareholding and running of the first respondent company. All the averments made contrary to this factual position made in the counter are expressly denied as untrue."
(3.) As evidenced from the above, through the resolution that came to be passed in the meeting of the M/s. NSS Karayogam committee convened on 24.08.2008 under the Chairmanship of its President P. Venugopala Menon, it was decided to sell the shares (i.e. 520 shares) having face value of Rs. 52,000/- held by M/s. NSS Karayogam, Kodalnadakkave in the 1st Respondent Company in favour of (i) company members or (ii) Committee members or (iii) others or who are willing to pay the sale consideration for the shares. Copy of the original resolution is placed at page 133 of the Rejoinder filed by the 1st Respondent/Petitioner. The said decision was unanimously ratified in General Body Meeting of M/s. NSS Karayogam, that was convened on 14.12.2008. The copy of the resolution is placed at page 154 of the Rejoinder.;