Tubos De Acero De Mexico Sa vs Oil Country Tubular Limited & Ors.

NATIONAL COMPANY LAW APPELLATE TRIBUNAL
AT CHENNAI

(APPELLATE JURISDICTION)

Contempt Case (AT) No. 03 / 2025
in
Company Appeal (AT) No. 317 / 2017



In the matter of:
Tubos de Acero de Mexico, S.A.
A company incorporated and existing
under the Laws of Mexico, having its office at:
Km 433.7 Carr. Mexico-Veracruz, Via Xalapa
(91697) Veracruz, Ver. Mexico …Appellant

V

Oil Country Tubular Limited
A company incorporated and existing under
the Companies Act, 1956 and having its
registered office at
rd
KAMINENI, 3 Floor King Koti,
Hyderabad, Telangana, India-500001 ...Respondent No. 1

Mr. Kamineni Suryanarayana
Chairman and Managing Director,
Oil Country Tubular Limited
rd
KAMINENI, 3 Floor King Koti,
Hyderabad, Telangana, India-500001 ...Respondent No. 2

3. Mr. Sudhir Kumar Pola
Company Secretary & Compliance Officer,
Oil Country Tubular Limited
rd
KAMINENI, 3 Floor King Koti,
Hyderabad, Telangana, India-500001 ...Respondent No. 3

Present :

For Appellant : Mr. E. Om Prakash, Senior Advocate
For Mr. Arun Karthik Mohan, Ms. Anindita Roy
Chowdhury, Ms. Vatsala Rai, Ms. Amritha Sathyajith
& Ms. G. Gayathri, Advocates
For Respondents : Mr. Y. Suryanarayana, Advocate for R1 & R2





Contempt Case (AT) No.03/2025 Page 1 of 4

ORDER
(Hybrid Mode)
16.03.2026:

[Oral Judgment: Justice Sharad Kumar Sharma, Member (Judicial)]:

The instant Contempt Petition has been preferred by the Appellant,
alleging non-compliance of the judgment dated 25.01.2018, which was said to
have been rendered by the NCLAT, New Delhi, in Company Appeal (AT) No.
317/2017. The directions as contended in the said order, were prescribed in Para
14 of the said judgment, is extracted here under:
For the above reasons, the appeal is allowed in terms of the
Clause (b) of Prayer 8 of the Company Petition reproduced
above. The Appellant is entitled to be treated as Sole
Shareholder of the shares in dispute and admissible benefits.
The Respondent will rectify the Register of Members once the
Appellant moves the Investor Education and Protection Fund
Authorities and has orders of transfer in its favour. Before
rectification by Respondent, the Appellant will submit the
original Share Certificates along with Indemnity Bond to the
satisfaction of the Respondent to protect the interest of the
Respondent in case any liability is fastened on the
Respondent.

2. For the purposes of making an effective compliance of the directions
contained in Para 14, it contained a direction that, prior to for the purposes of
complying the directions of rectifying the register of members, the Appellant was
required to move before the Investor Education and Protection Fund Authority,
for seeking an order of transfer in their favour. In fact, this direction as contained

Contempt Case (AT) No.03/2025 Page 2 of 4

in the order of 25.01.2018, was creating an impediment for the Respondent in
complying with the order.
3. We had initially issued notices to the Respondents on the Contempt
Petition and the Respondents have put an appearance, by way of filing of their
response and particularly while referring to the response as given in Para 9, the
Respondents have taken a stand that, they are willing to rectify the register,
subject to the eradication or clarification of the rider, as it has been imposed by
the order of 25.01.2018, of requiring of obtaining orders of transfer from IEPF
Authority, which was made as a condition precedent before giving in effective
rectification by the Respondents. The said Para 9 is extracted here under:
It is further submitted that the Respondents are ready and
willing to rectify the register of members without any delay
should this Hon'ble Tribunal modify the Order dated
25.01.2018 by removing the requirement of obtaining orders
of transfer from IEPF authority as stated in Para 14 of the
said Order. If the requirement of orders of transfer by the
Applicant in its favour from IEPF Authority is not obtained
by the Applicant and the Respondent No.1 rectifies the
Register of Members, then, it is the Respondent which will be
in contempt of the Order dated 25.01.2018.

4. The Contempt Petition would stand closed with the modification of
the order of 25.01.2018, for the purposes of its effective enforcement, to the effect
that the Respondents would undertake to rectify the register of members, without
forcing the Appellant of compliance of the directions, as given in the order of

Contempt Case (AT) No.03/2025 Page 3 of 4

25.01.2018, of calling upon the Appellant to obtain the order of transfers from
IEPF Authority, as observed in Para 14 of the order dated 25.01.2018.
5. Owing to the undertaking given in Para 9 and because of the
relaxation granted by us of waiving out the requirement of obtaining orders of
transfer from IEPF Authority, the Respondents will ensure the compliance of the
directions contained in Para 14 and as undertaken in Para 9 of the reply submitted
by the Respondent. Subject to the aforesaid, the Contempt Petition stands closed.


[Justice Sharad Kumar Sharma]
Member (Judicial)





[Indevar Pandey]
Member (Technical)



YS/MS/AK

Contempt Case (AT) No.03/2025 Page 4 of 4