# in the matter of Adbhut Vincom Private Limited Vs. Hotel Birsa Private Limited - CA (AT) No. 162-2017

> NCLAT judgment dated 2017-08-11. Citation: TCN-2017-NCLAT-00136. The case involves an appeal against an order passed by the National Company Law Tribunal…

- **Court:** NCLAT
- **Order date:** 11 Aug 2017
- **Citation:** TCN-2017-NCLAT-00136
- **Category:** IBC
- **Source page:** https://caseease.in/cases/ibc/nclat-new-delhi/adbhut-vincom-private-limited-vs-hotel-birsa-private-limited-ca-72f05969

## Summary

### Background

The case involves an appeal against an order passed by the National Company Law Tribunal (Kolkata Bench). The appellant, Adbhut Vincom Private Limited, filed a company petition alleging oppression and mismanagement by the respondents under Sections 397, 398, 399, 111A, 402, and 406 of the Companies Act, 1956. The Tribunal allowed the petition but directed the appellant to sell its shares to a third party, Libra. The appellant contested the part of the order directing the sale of shares to Libra.

## Facts

Adbhut Vincom Private Limited filed a company petition against M/s. Hotel Birsa Private Limited and other respondents, alleging oppression and mismanagement. The petition was filed under Sections 397, 398, 399, 111A, 402, and 406 of the Companies Act, 1956. The National Company Law Tribunal (Kolkata Bench) allowed the petition, finding merit in the allegations. However, the Tribunal also directed Adbhut Vincom to sell its shares to a third party named 'Libra'. Libra had previously attempted to intervene in the application but was rejected by the Tribunal. Adbhut Vincom had initially intended to sell its shares to Libra under a Memorandum of Understanding dated 29.09.2009, but later decided against it. The Tribunal's order also addressed issues related to the increase

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## Issues and analysis

### Issue 1: Whether the Tribunal had the jurisdiction to direct the appellant to sell its shares to a third …

**Ratio:** The Tribunal does not have the jurisdiction to direct the sale of shares to an outsider,

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**Reasoning:** The appellate tribunal reasoned that directing the sale of shares to a non-shareholder,

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**Interpretation:** This interprets the scope of the Tribunal's powers under the Companies Act,

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**Application:** In this case, the Tribunal's direction to Adbhut Vincom to sell its shares to

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## Parties

- **Judges:** S.J. Mukhop…; Balvinder…
- **Appellants:** Adbhut Vincom…
- **Respondents:** M/s. Hotel Birsa…
- **Advocates:** Abhijeet…; Arijit Ma…; +3 more

## Timeline

- **2009-09-29 — Memorandum of…**: Memorandum of Understanding dated 29.9.2009 between the Appellant and 'Libra' for the…
- **2010-01-01 — Company Petiti…**: Company Petition filed by Adbhut Vincom Private Limited alleging oppression and…

## Legal provisions

- [Insolvency and Bankruptcy Code, 2016, Section 242 — Power to remove difficulties](https://caseease.in/legal-provisions/insolvency-and-bankruptcy-code-2016/section-242)

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