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2017 (2) TMI 1414 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL, NEW DELHILimitation and maintainability of petition - oppression and mismanagement - appellant(s) are neither directors, nor shareholders of the 1st respondent company - appellant(s) have specifically pleaded that the respondents failed to perform statutory filing before the Registrar of Companies and no AGM held since the year 2012 - period of limitation - HELD THAT:- While accept that the appeal in so far it relates to allegation made for the period 2003 to 2012, hold that the Company Petition in so far it relates to alleged oppression and mismanagement during the period between 2013, 2014 and 2015 was not barred by Limitation and Tribunal was required to confine the petition for the said period. Form 20B, in which annual return has been filed by company with the Registrar of Companies for the financial year beginning on 31st March 2012 has been enclosed as Annexure-B to this appeal. From the said Form 20B (refer Section 159 of the Companies Act 1956), provides details of shareholders as on 30th September 2012 (Annexure-A to the Form). Therein, against the name of 1st appellant, " Esquire Electronic Inc." it has been shown as a foreign company having 429740 equity shares with the 1st respondent company which come to about 9.54% as on the date of filing. In so far as 2nd appellant " Esquire Electronics (India)" a firm, it is shown that the 2nd appellant have 84680 equity shares of 1st respondent company, which comes to about 1.88% at the time of filing. Appellant(s) have, prima-facie, made out a case that they are the shareholders of the 1st Respondent company, jointly hold 1/10th of the total share holding and thereby they have locus to file the petition alleging oppression and mismanagement. The finding of Tribunal that appellant(s) lack locus standi to file Company Petition as they are not the director (s) or shareholder or member of the 1st respondent company is not based on record. For the reasons and finding as recorded above, we set aside the part of impugned judgement dated 6th October 2016 passed in Company Petition in so far as it relates to maintainability of the petition for the period 2013, 2014 and 2015 onwards and remit the case to National Company Law Tribunal, Principal Bench, New Delhi to take decision on merit, limiting the prayer with regard to alleged 'oppression and mismanagement', if any, made between the year 2013 onwards.
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