The Delhi bench of the National Company Law Appellate Tribunal (NCLAT) held that Nation Company Law Tribunal (NCLT) has no jurisdiction to decide validity of the `Gift Deed’.
Satori Global Limited and Ujjwal Agarwal ,the appellant challenged the Impugned Order passed by the National Company Law Tribunal, Allahabad Bench, filed by the Petitioner Ms. Shailja Krishna under Sections 397 & 398 of the Companies Act, 1956, (The Act).
M/s. Satori Global Limited (the Company), was incorporated in the year 2006 and the Petitioner Ms. Shailja Krishna and her Husband Mr. Ved Krishna were the original Promoters and the only Shareholders of the said Company. The authorized Share Capital of the Company was Rs.2 Crs./- and the subscribed Paid-up Capital was Rs.3Lakhs/- as on 2006. Initially, Ms. Shailja Krishna subscribed to 5,000 Equity Shares and the remaining 25,000 shares were subscribed to Mr. Ved Krishna.
While so, Mr. Ved Prakash resigned from the directorship of the Company which was accepted in the Board Meeting held on 01.02.2007, and in his place, Mr. Nirupam Mishra was inducted as Director of the Company.
As per Form 20B, the Petitioner was holding more than 98% of the shareholding of the Company by way of 39,500 Equity Shares in her name and remaining 500 Shares were held by Mr. Nirupam Mishra. During 2010, there were matrimonial disputes between the Petitioner and her Husband Mr. Ved Krishna, as a result of which, it is averred that her Husband has obtained her signature on blank papers under the threat of coercion.
Mr. Ujjwal Agarwal was inducted as an Independent Director vide appointment dated 15.12.2010. It is averred by the Petitioner that she had never consented to the same and did not have any knowledge of the same.
Using the blank signed documents of the Petitioner it was shown that the Petitioner had resigned from the Company on 17.12.2010. It was stated by the Petitioner that there was no occasion for her to resign from the Company and that the Resolution dated 17.12.2010 is fabricated. She had left for Kolkata on 16.12.2010 and had come back only on 01.02.2011 and therefore as on 17.12.2010 she was not even in station. It is stated by the Petitioner that as per the list of Shareholders filed by the Company under signatures of Mr. Ved Krishna and Mr. Ujjwal Agarwal the Petitioner was shown as s Shareholder holding 98% of the Equity Shares as on 24.09.2011.
It was contended that if the Petitioner is not a ‘Member’ or the Petitioner’s entitlement to the `Membership’ is in dispute, they have to seek relief by filing appropriate Application for rectification of Register of Members.
A two-member bench comprising of Shreesha Merla, Member (Technical) and Justice Anant Bijay Singh, Member (Judicial) held that the NCLT has no jurisdiction to decide the validity or otherwise of the `Gift Deed’ more so when `fraud’ and `coercion’ is alleged. The bench allowed the appeal and set aside the Order of the NLCT.
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