Satyanarayan Gupta Appellant Vs Shivangan Realestate Pvt Ltd & Ors (NCLAT Delhi)
The appeal before the National Company Law Appellate Tribunal challenged an order of the NCLT, Jaipur Bench, which had dismissed a company petition at the threshold. The appellant claimed beneficial ownership of 5,000 equity shares constituting 50% of the company’s share capital and alleged wrongful acquisition by another respondent, relying on a Memorandum of Understanding (MoU) dated 01.01.2022. The petition sought recognition of beneficial ownership and rectification of statutory records under Section 89 of the Companies Act, 2013.
It was undisputed that the appellant had transferred the shares to a respondent in 2017, with the transfer duly reflected in company records. The MoU recorded that funds were advanced to the appellant as loans, properties were transferred as security, and shares/directorship were to be re-transferred upon repayment. The MoU also quantified the appellant’s liability at ₹11 crore with additional monthly and lump-sum payments, none of which had been made.
The core dispute related to jointly invested land registered in the company’s name, with agreed sharing of sale proceeds. A civil suit concerning the property was dismissed under Order VII Rule 11 CPC, holding that the property belonged to the company and that the appellant had no connection with it as a director or shareholder at the time; these findings attained finality.
