Case Details: Ramaswamy Ramanujam vs. Evenforce Technologies (P.) Ltd. - [2025] 180 taxmann.com 513 (NCLT-Beng.)
Judiciary and Counsel Details
- Sunil Kumar Aggarwal, Judicial Member & Radhakrishna Sreepada, Technical Member
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Rohith R. Kamath for the Petitioner.
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Uday Shankar for the Respondent.
Facts of the Case
In the instant case, the petitioner was offered the post of director of marketing by respondent no. 2 in the respondent no. 1 company. The petitioner joined as director of marketing in the respondent no. 1 company and was formally inducted as a director on the board of directors of the respondent no. 1 company. The respondents no. 3 and 4 communicated the memorandum of understanding (MOU) to the petitioner, and the petitioner thereafter responded to them.
The petitioner filed a petition under section 241-242 of the Companies Act, 2013, seeking relief, including to declare that the petitioner is the ‘shareholder’ of the respondent no. 1 company holding 800 shares and directing the respondents to rectify the register of members to include the name of the petitioner as ‘shareholder’ of respondent no. 1.
The respondents filed counter/reply to the application contending that the petitioner did not have the right to apply under section 241 on account of not satisfying the minimum threshold as mandated in section 244; which clearly provides that, in the case of a company which has share capital, not less than any member holding one tenth of the share capital of the company can approach this Tribunal.
It was noted that the shareholding pattern mentioned by the petitioner in the petition showed that he was not a shareholder as of the date of filing.
NCLT Held
The NCLT held that, since the petitioner had no shares allotted to him under section 56 read with section 2(55), he was not a member entitled to invoke the provisions of sections 241-242 and, therefore, the petition was not maintainable in the absence of shareholding.
List of Cases Referred to
- Motilal Padampat Sugar Mills Co. Ltd. v. State of Uttar Pradesh 1979 taxmann.com 210 (SC) (para 4)
- Shanti Prasad Jain v. Kalinga Tubes Ltd. [Civil Appeals Nos. 734 to 747 of 1964, dated 14-1-1965] (para 4).
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