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2017 (6) TMI 457 - Tri - Companies LawOppression and mismanagement - family company - increase of the shareholding of the company - Held that:- The petitioner is unsuccessful in challenging the validity of increase of the shareholding of the company in order to pay the debt of the Bank, and also the transfer of the shares of Shri S.K. Khemka in favour of R-2. During his lifetime, Late Shri S.K. Khemka never challenged the transfer of shares in favour of R-2, despite the Annual Returns for the years 2004-2005 and 2005-2006 having been filed in the year 2006. If Shri S.K. Khemka himself did not claim any right over the shares during his lifetime, there is no question of accrual of fresh cause of action to the petitioner after the death of Shri S.K. Khemka The record relied upon by R-2 in support of his defence version would reveal that R-2 made all efforts to revive the sick company and further those proceedings were being pursued with the active participation of Late Shri S.K. Khemka. The instant petition was filed only after the death of Shri S.K. Khemka and there cannot be any challenge on the ground of oppression or mismanagement on the basis of past and concluded acts. Thus we hold that the petitioner has not been able to prove the acts of oppression and mismanagement on the part of R-2. The acts complained of in the instant petition are very old and those were reflected in the Annual Returns filed in the year 2006, but the instant petition has been filed after more than 5½ years. There is thus a huge delay and the petition would be clearly barred by time. This issue is also held against the petitioner. The petitioner is not entered in the record of R-1 company as shareholder/member. The present case also does not involve rectification of the register, but only the oppression and mismanagement. In the absence of the aforesaid relief, the petitioner would not have the locus standi to file the petition, as she is not eligible under Section 399 of the Act. We would also observe that if there is any delay in filing of the Annual Returns or if the transfer statedly made in the year 1995 was not reported to the Registrar of Companies till the year 2006, that will not provide any support to the petitioner's claim. As already observed, the petitioner claims to have inherited the estate of her father who himself did not challenge the transfer of his shareholding in the name of R-2. In view of the aforesaid discussion, the challenge to the appointment of R-3 as a Director on the basis of a document filed with the Registrar of Companies under the signatures of Late Shri S.K. Khemka is a matter, which cannot he questioned by the petitioner. In case, the petitioner still has the right over the preferential shares, she may have a remedy before the Civil Court, but not in the summary proceedings before the Tribunal.
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