Case Details

Case Name: Smt. Kamalapuri Narasimaih Jayalakshmi & Shri. Krishna Karthik Darshan vs. Vistara Media Pvt. Ltd. & Others

Court/Authority: National Company Law Tribunal, Bengaluru Bench

Case Number: C.P. No. 74/BB/2025

Date of Order: 19.05.2026

Period of Dispute: Investments made between 29.08.2024 and 13.09.2024; Petition filed on 16.06.2025

Parties Involved

Petitioners:

  • Smt. Kamalapuri Narasimaih Jayalakshmi (Petitioner No. 1)
  • Shri. Krishna Karthik Darshan (Petitioner No. 2)

Respondents:

  • M/s. Vistara Media Private Limited (Respondent No. 1)
  • Mr. Harti Venkataravanppa Dharmesh, Managing Director (Respondent No. 2)
  • Mr. Srinivasa Seetaram Hebbar, Director (Respondent No. 3)
  • Mr. Hariprakash Konemane, Director (Respondent No. 4)
  • M/s. Mysore Mercantile Co. Ltd (Respondent No. 5)
  • Mr. Varadahalli Thimmappa Sridhara (Respondent No. 6)
  • Divya Niteen Malu, Company Secretary (Respondent No. 7)

Issues / Allegations / Violations

Petitioners filed under Section 58 of Companies Act, 2013 seeking:

1. Direction to Respondents 1-7 to enter petitioners' names in register of members of Respondent No. 1 Company

2. Direction to Respondents 2-6 to make petitioners joint signatories to bank account

Allegations include:

  • Respondents induced petitioners to invest approximately Rs. 15 Crores with promises of profitable returns
  • Petitioners invested Rs. 1.68 Crores towards share purchase between August-September 2024
  • Respondents refused to register share transfers despite receiving consideration and executing SH-4 forms
  • Respondents illegally removed Petitioner No. 1 as Additional Director and Mr. K. G. Krishna as CEO from MCA records
  • Respondent No. 5 filed frivolous Commercial Suit Com. O.S. No. 1248/2024 obtaining stay on Board Meeting

Findings & Observations

Tribunal analyzed six key issues:

5.1 Valid Consideration: Found petitioners paid Rs. 1.68 Crores through banking channels:

  • Rs. 1,13,25,000 from Petitioner No.1 to Respondent No.2 on 10.09.2024
  • Rs. 12,79,000 and Rs. 1,03,93,652 from Petitioner No.2 to Respondent No.2 on 10.09.2024 and 11.09.2024
  • Rs. 60,44,000 from Petitioner No.2 to Respondent No.4 on 10.09.2024
  • Rs. 40,02,000 from Petitioner No.2 to Respondent No.3 on 10.09.2024

5.2 SH-4 Forms and Share Certificates: Confirmed petitioners received executed SH-4 forms for:

  • 1,13,25,000 Equity Shares from R2 to P1 on 06.09.2024
  • 12,79,000 Equity Shares from R2 to P2 on 06.09.2024
  • 1,03,93,652 Optionally Convertible Preference Shares from R2 to P2 on 10.09.2024
  • 60,44,000 Equity Shares from R4 to P2 on 06.09.2024
  • 40,02,000 Equity Shares from R3 to P2 on 06.09.2024

5.3 Timely Submission: Found Board Meeting was convened on 20.09.2024 to consider share transfers, but stayed by Respondent No.6's court petition. Petitioners made formal request on 17.02.2025 after stay was withdrawn on 10.12.2024.

5.4 Repayment Claims: Rejected respondents' claim of repaying amounts, noting no evidence was provided to substantiate this claim despite directions from NCLT Kolkata Bench.

5.5 Statutory Restrictions: Examined Ministry of Information & Broadcasting policy (Circular dated 24.09.2008) but found it inapplicable as shareholding pattern had already changed significantly from incorporation date (05.11.2021) without objection.

5.6 Validity of Refusal: Concluded refusal to transfer shares was not justifiable given valid consideration, proper documentation, and absence of legitimate restrictions.

Penalties / Settlements / Directions

Tribunal directed:

1. Respondent No. 1 Company must recognize change in ownership of shares

2. Necessary steps to record petitioners' names in Register of Shareholders must be completed within 4 weeks from order date

3. Necessary forms regarding these changes must be filed with the concerned ROC

Final Ruling & Enforcement

Company Petition C.P. No. 74/BB/2025 is ALLOWED. No order as to costs.

The tribunal's decision is immediately enforceable, requiring Vistara Media Private Limited to update its share register and file appropriate documentation with the Registrar of Companies within the specified 4-week timeframe.