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2017 (11) TMI 1883 - Tri - Companies LawOppression and Mismanagement - Validity of EoGM - removal of Respondent No.8 from the office of the Director - forfeiture of shares. Whether the EoGM purportedly held on 27.07.2015 is in accordance with the law and legally tenable? - HELD THAT:- The Respondent Nos. 2 to 11 seem to have made efforts to usurp the office of the Directors and to gain the control over the Board of Directors of the 1st Respondent Company. Therefore, the removal of the 1st Petitioner and R12 to R22 from the office of the Directors of the 1st Respondent Company in the EoGM purportedly held on 27.07.2015 amounts to acts of oppression by the Respondent Nos. 2 to 11. Moreover, it is on record that the appointment of Respondent Nos. 2 to 11 as Directors of 1st Respondent Company was made by a single resolution which is in violation of the provisions of Section 162 of the Companies Act, 2013. Therefore, the election dated 27.07.2015 per se is void ab initio. Whether the forfeiture of 5415 equity shares of ₹ 100 each fully paid up held by the Petitioners and another shareholder in the 1st Respondent company, on 27.07.2015 is in accordance with the law and legally tenable? - HELD THAT:- Assuming that the Respondent Nos. 2 to 11 were Directors at the time of forfeiture of the said shares on 27.07.2015, and were authorised to cancel the shares. But legally, the Directors of the Company cannot utilise their fiduciary powers over the shares purely for the purpose of cancellation of the shares of the minority shareholders to improve their voting power. The court cannot allow to exercise such powers which might have been delegated by the company to the Board of Directors. Therefore, there was no authority with Respondent Nos. 2 to 11 to forfeit the shares of the Petitioners and another shareholder. The whole action is patently illegal, perverse and is hereby declared as null and void. Relief - HELD THAT:- The EoGM purportedly held on 27.07.2015 was illegal, and is declared as null and void - The Petitioners and another shareholder continue to be the members of the 1st Respondent Company. We also hold that the election of the Respondent Nos. 2 to 11 as Directors of the 1st Respondent company in EoGM purportedly held on 27.07.2015 is illegal and is declared as null and void. Although the prayer has not been made by the Petitioners for rectification of the Register of Members under the provisions of Sections 111 and 11 IA of the Companies Act, 1956, yet the Tribunal is all empowered to mould and add the relief in view of the facts and circumstances of the case. Therefore, the 1st Respondent Company is directed to enter the names of the Petitioner Nos. 1, 2 and another shareholder in the Register of Members as shareholders, if their names happened to be removed/ omitted from the Register of Members of the 1st Respondent Company. Petition disposed off.
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