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Suhas (CS)     29 July 2022

Untraceable shareholders

What is the solution if the JV partner is untraceable? How to enforce the JV agreement clause and get the shares compulsorily transferred in the name of Indian party? 

Please help 

 



Learning

 4 Replies

Adv. Ravish Bhatt, ADIT, CIOT (Dual Qualified lawyer/ Solicitor International Tax Affiliate CIOT)     03 August 2022

There are many details lacking.  But I’ll try to answer generally and considering different situations.

Is JV partner an individual or a company?  Generally, in a situation of oppression or mismanagement of a company (assuming that JV is a JV company incorporated in India), an application could be filed before NCLT seeking relief of compulsory transfer of shares.

If JV co. is a foreign company, situation will be different however and foreign law will be required to be seen.

If JV is not a company but simply a consortium or JV agreement, a civil suit/commercial suit may be appropriate remedy.

It is not understandable what do you mean by untraceable.  In any of the situations, you need to give address of JV partner in a court proceeding for issuance of notice.  If notice does not get served through regular mode, newspaper publication process could be initiated.

Suhas (CS)     03 August 2022

Many thank Adv Ravish for the reply. 

To clarify, the Indian JV is a Company and the untreacable partner is a foreign company. The JV agreement clause include the right of indian party to buiy his share in case of change in ownership of forign company.

The foreign company has merged multiple times i.e partner merged into another company and the the transfree company further merged again in third company etc. 

There is no response to any letter from original partners or subsequent surviving entities. The problems are in board composition, board meetings etc and indian partner is ready to buy him out but there is no response. 

How to get such shares tranferred in Indian company name? what remedy is available before NCLT or high court.

thanks

 

Adv. Ravish Bhatt, ADIT, CIOT (Dual Qualified lawyer/ Solicitor International Tax Affiliate CIOT)     03 August 2022

If you are basing your claim/ right on JV agreement clause- Look at the agreement for Jurisdiction and Dispute Resolution clause/ clauses.  Whether this clauses provide for resolution through arbitration and what do they say about governing law and jurisdiction etc.  On persual of these details, you could decide whether to initiate International Commercial Arbitration in India, court proceedings in India or any proceedings in foreign jurisdiction.  

Anyway, this will be a complex commercial litigation.  It will be ideal for you to share all your documents and facts with qualified legal practitioner and seek formal legal opinion before proceeding further. 

Shashi Dhara   04 August 2022

Complaint to SEBI  ,these are handled by sebi.


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