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2023 (4) TMI 1144 - AT - Companies LawOppression and mismanagement - setting aside of the allotment of shares and removal of the applicant/Respondent No.1 herein from the Board of Directors - HELD THAT - It is true that in the present proceeding after reply filed by the Respondent the appellant have also filed rejoinder but facts remains that in compliance with the impugned order subsequent development had already been taken place which has been elaborated in the reply filed by Respondent No.1. It is further evident that in the present case impugned order which was passed by the Learned NCLT exercising jurisdiction under Section 424(3) of the Act was exercised only with a view to implement the order passed in CP No.30/2014. Moreover, repeatedly it has been asserted in the Memo of Appeal as well as during argument also that the impugned order was passed ex-parte but facts remains that after filing of the Misc A. No.1065/KB/2018 the appellants participated in the proceeding. They filed reply and thereafter abstained in participation on the date of final arguments. It is also not in dispute that the order dated 3rd August, 2017 had attained its finality since it is admitted fact that against the said order no appeal was filed which is reflected from the record itself. Once in a proceeding initiated on an allegation of oppression and mismanagement of a company a final order is passed, it is the duty on the part of the NCLT/Appellate Authority to see implementation of the said order if request is made by the judgement holder. The Respondent No.1 being judgement holder and noticing the fact that even after expiry of the period of limitation the order was not being implemented, he was constrained to file an application under Section 424(3) of the Companies Act which was numbered as Misc A. No.1065/KB/2018. Appeal dismissed.
Issues:
The issues involved in this case include the implementation of an order passed by the National Company Law Tribunal (NCLT) in a matter related to oppression and mismanagement, the direction for convening and holding meetings for approval of financial statements, appointment of directors, compliance with statutory requirements, and renewal of licenses. Implementation of NCLT Order: The appeal was filed against an order passed by the NCLT Kolkata Bench, directing the implementation of an order dated August 3, 2017, related to acts of oppression and mismanagement by certain directors. The NCLT directed the company to hold a meeting for approval of financial statements and granted leave for statutory compliances. Reliefs Sought by Applicant: The Respondent filed an application under Section 424(3) of the Companies Act, 2013 seeking various reliefs, including convening board meetings, appointing directors, holding annual general meetings, and ensuring compliance with income tax filings and other statutory requirements. Appellant's Challenge: The appellants challenged the order, claiming it was passed ex-parte and exceeded the scope of the main petition. They argued that the NCLT granted reliefs beyond the original order and requested interference with the impugned order. Respondent's Defense: The Respondent argued that the impugned order had been fully complied with, including convening meetings and fulfilling statutory requirements. They contended that the order was not ex-parte as the appellants participated in the proceedings and subsequent developments had taken place in compliance with the order. Judgment and Dismissal of Appeal: The NCLAT dismissed the appeal, stating that the impugned order was not ex-parte as the appellants participated in the proceedings. The NCLT's order was deemed reasonable as it aimed to implement the previous order effectively. The subsequent developments post-impugned order were considered, and no grounds for interference were found, leading to the dismissal of the appeal without costs.
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