Vivid Solutions Pvt Ltd Vs Mukesh Jain (NCLAT Delhi)
The appeal challenged the order dated 08.10.2021 passed by the National Company Law Tribunal (NCLT), Mumbai, which declared Respondent Nos. 1 to 3 to be the 100% shareholders of Appellant No. 1 company, held the alleged transfer of their shares in favour of Appellant Nos. 2 to 4 to be illegal, null and void, and similarly declared the alleged transfer of the company’s immovable property invalid.
According to the appellants, Respondent Nos. 1 to 3, who were shareholders and directors of Appellant No. 1 company, proposed to transfer their 100% shareholding along with the company’s property. The appellants stated that they paid ₹1 crore by RTGS on 12.09.2012, following which Respondent Nos. 1 to 3 convened an extraordinary general meeting on 20.09.2012 appointing Appellant Nos. 2 and 3 as directors and authorising ROC filings. They further relied on resolutions passed in December 2012 authorising Appellant No. 1 company to stand as guarantor for facilities extended to Appellant No. 4, execution of an MOU dated 21.12.2012, payment of a further ₹2 crore on 23.01.2013, payment of ₹1 lakh towards the face value of the shares on 30.03.2014, resignations of the respondents from the directorship on 31.03.2014, delivery of share transfer forms, share certificates and company documents in April 2014, subsequent ROC filings, and a later interest-free loan of ₹5 crore advanced by Respondent No. 1. The appellants contended that the loan was repaid but the original share certificates were not returned, and relied on WhatsApp chats in support of their case. They also referred to balance sheets and annual filings reflecting these transactions.
