2017 (8) TMI 1460 - Tri - Companies Law

Maintainability of Company Petition - Petitioners do not hold any shares in the company and there are serious latches and delay in filing the said Petition and further the Petitioners have not approached the Court with clean hands - Held that - The doctrine of in pari delicto which means when both the parties are equally at fault one party cannot take advantage against the other. So the Respondents cannot contend that there is lot of delay in filing the Company Petition and seeks the dismissal of the same on the ground of delay in filing. The contention of the Applicant/Respondents that the Respondent/Petitioners have not come to Court with clean hands cannot be accepted at this stage of the Petition as there no grounds to say so. As of now this Bench had not seen any of the contentions raised in the maintainability application having been substantiated with any sound proof or support. Having gone through the entire record and the reluctance on the part of the Applicant/Respondent of the maintainability application in producing the necessary supportive documents would necessitate this Bench to strike down the application of maintainability as it does not substantiate any of the contention raised therein. Before we part with it is hereby placed on record that notwithstanding the fact that the application arising the question of maintainability is dismissed but no prejudice shall be caused to the either side by any of the observations made herein above on the merits of the main Petition yet to be decided - maintainability Application is dismissed.

Summary

Issues:
1. Maintainability of Company Petition No. 19/2015 filed by Respondents before the National Company Law Tribunal Mumbai.

Detailed Analysis:
1. The Respondent No. 4 challenged the maintainability of the Company Petition, claiming to be a Director of the R1 Company. The main Company Petition was filed by the Petitioners, who are Promoters and Directors of the R1 Company, holding a significant percentage of equity shares. The Respondents, including various individuals and entities, were involved in the business of manufacturing packaging products.

2. The background of the case involves the acquisition of land by the Respondent Company for a paper factory, funded by the Petitioners. Due to various reasons, the project could not materialize, leading to stagnation in the company's operations. Subsequently, disputes arose regarding the ownership and sale of the land, triggering the legal proceedings.

3. The Respondents contended that the Petitioners lacked standing to file the Company Petition under Sections 397 and 398 of the Companies Act, 1956, as they were neither directors nor shareholders of the company. Allegations of misrepresentation and false statements regarding shareholding percentages were raised by the Respondents.

4. The Respondents also argued that there were delays in filing the Company Petition, and the Petitioners did not approach the court with clean hands. They claimed that the Petitioners had ceased to be shareholders and directors of the company in the past, and subsequent share allotments and land sales were executed without proper authorization.

5. In response, the Petitioners denied selling their shares and asserted that they still held the shares, despite past non-compliance with statutory requirements. They argued that the Company Petition should not be dismissed based on technicalities like delay or alleged lack of clean hands, as the acts of oppression and mismanagement were ongoing.

6. The Tribunal, after considering the arguments and case laws cited by both parties, found that the Respondents failed to produce essential documents supporting their claims, such as share certificates or deed of transfer. The Tribunal noted that both parties were at fault for not fulfilling statutory requirements for an extended period, invoking the doctrine of 'in pari delicto' to prevent one party from taking advantage over the other.

7. Ultimately, the Tribunal dismissed the maintainability application, emphasizing the lack of substantiated contentions and supporting evidence from the Respondents. The decision ensured that no prejudice would be caused to either party, and the main Company Petition was scheduled for further hearing.

This detailed analysis covers the key aspects of the legal judgment regarding the maintainability of the Company Petition before the National Company Law Tribunal Mumbai.