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2020 (8) TMI 583 - AT - Companies LawMaintainability of petition - Oppression and Mismanagement - failure to make a declaration under section 89 (1) and (2) of the Companies Act, 2013 read with Rule 9 of Companies (Management and Administration) Rules, 2014 - HELD THAT:- The section mandates that a declaration is to be filed by the registered owner and by the beneficial owner with the company in Form MGT 4 and MGT 5 respectively and the Company in turn will have to file MGT 6 with ROC along with the prescribed fees. Further under Section 89(8) of the Act, the beneficial owner and any person claiming through him cannot exercise any rights in respect of the shares held. We are not satisfied with the allegations of the Appellant as the Shareholder Agreement was entered between the Appellant, R-1 and R-2 Company. The shares were held by R-1 in its own name, even if R-1 is a nominee of Kohli ventures as per the Shareholding Agreement, but having a separate legal entity R-1 can hold shares in its own name. There is nothing on record that any action was initiated or any competent authority have decided the question of beneficial interest in the company. Thus no such rights could be taken away from R-1 in respect of such shares - As R-1 is registered as a shareholder as on the date of petition and no competent court has passed any order affecting its rights as on the date of petition eligibility of R-1 to file a petition is to be reckoned on the date of the petition. Therefore, the petition is maintainable per se on the date of petition. Direction for Forensic Audit before deciding the issue of maintainability - Status Quo Ante - HELD THAT:- The question of maintainability need not to be decided as preliminary issue which can be decided along with main petition. Thus the NCLT under Rule 11 of National Company Law Tribunal Rules, 2016 has the inherent powers to pass such orders as may be necessary for meeting the ends of justice or to prevent abuse of the process of the Tribunal. Therefore, the orders passed by NCLT are not questionable on the grounds contended by the Appellant - maintainability is a mixed question of facts and law and conducting a forensic audit could produce the important facts that may be required by the NCLT in order to decide the preliminary issue. Whether the impugned interim order dated 14th June 2017 passed by the Tribunal is in consonance with sub-section (4) of Section 242 of the Companies Act, 2013? - HELD THAT:- The imposition of forensic audit and calling for the report of Forensic Audit before the Tribunal is a measure to help the Tribunal to appreciate the issue on the basis of an independent report so as to ensure that the case is processed with due regard to rights and obligations of contesting parties would be in the interest of justice. Similarly the status quo as made is only with a view to regulate the conduct of the company’s affairs during the pendency of the case so that no contesting party takes an advantage during the period detrimental to the other party. The status quo restored as on 27.4.2017 (date of petition) as directed by the NCLT Chennai till the matter is under consideration cannot be found faulted with. Impugned order upheld - appeal disposed off.
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