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2017 (12) TMI 827 - AT - Companies LawOppression of mismanagement - Allotment of equity shares disproportionate - Held that:- Appellant approached the Tribunal and put its grievances under sections 59, 241, 242, 244 of the Companies Act with prayers of transfer of shares, allotment of shares and meetings deciding allotment to be declared null and void. Tribunal except deciding on the issue of removal of the appellant/petitioner, has not dealt with any other grievances/prayer of the Appellant and disposed of the petition without dealing with the merits. Allotment of equity shares disproportionate to the holding of the existing shareholders is act of oppression of R-2 and R-3 was one of the main issues put for consideration before the Tribunal. The shareholding of the appellant reduced to almost 14% from 49.99. Yet the Tribunal without going into the merits of the case had disposed of the Company Petition. Section 62 clearly specifies the manner in which the shares of a company are, to be offered and it is only when the party to whom it has been offered declines or is deemed to have declined, that the shares are to be distributed among the other shareholders of the company. The appellant further argued that the increased of paid up capital of the 1st Respondent is in violation of Section 62 of the Companies Act, 2013 which brought the combined shareholding of 2nd and 3rd Respondent at more than 50% of the total shareholding of the 1st Respondent & reduced the shareholding of the appellant to 14.29% on 26th November, 2016 prejudicial to the interest of the appellant with the sole view to oppress her. We have seen the facts of the case and to our mind the approach of NCLT, Hyderabad to pick and choose the issues is not appropriate on not giving any findings on the oppression committed against the appellant, if any. The Tribunal has, not given any findings on the issues relating to share capital and oppression committed against the appellant and have dealt with the matter relating to removal of the appellant from the directorship. We, therefore, remand back the matter to the Tribunal to deal with the issues raised in the petition on merit. However, in the meantime National Company Law Tribunal, Hyderabad may pass an order that if any Board Resolution is passed for removal of the appellant from the post of Director, the same shall not be given effect till the disposal of the case by it. We expect that the National Company Law Tribunal (NCLT), Hyderabad will decide the matter expeditiously in terms of Section 422 of the Companies Act, 2013.
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