Home Case Index All Cases Companies Law Companies Law + Tri Companies Law - 2020 (12) TMI Tri This
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2020 (12) TMI 372 - Tri - Companies LawRemoval of Director - Seeking declaration that the Form 32 filed in 1992 as filed by the Respondent for the removal of Petitioner from the position of Director of Respondent Company is null and void - deeking declaration that transfer of shares from Petitioners to the Respondent Nos. 2 to 7 as illegal etc. - Sections 59 and 241 of Companies Act, 2013 - HELD THAT:- It is relevant to extract Section 59 of the Act and connected rule 70 of NCLT Rules, 2016. Section 59(1) says that the name of any person is, without sufficient cause, entered in the register of members of a company, or after having been entered in the register, is, without sufficient cause, omitted therefrom, or if a default is made, or unnecessary delay takes place in entering in the register, the fact of any person having become or ceased to be a member, the person aggrieved, or any member of the company, or the company may appeal in such form as may be prescribed, to the Tribunal, or to a competent court outside India, specified by the Central Government by notification, in respect of foreign members or debenture-holders residing outside India, for rectification of the register. Therefore, separate Application/Petition has to be filed by the Petitioner, if his shares in the Company is illegally removed from the Register of Company. And filing the instant Petition shows that the Petitioner is admittedly not a shareholder of the Company, as on date of filing the instant Petition - a Petition u/s. 241 of Act, cannot be filed by non-shareholder(s) of a Company. Therefore, if the Petitioner succeeds in the Petition filed u/s. 59 of Act, he can maintain petition u/s. 241 of Act to seek relief u/s. 242 of Act Moreover, mere removal of name of a shareholders in accordance with law, cannot be termed as 'acts of oppression and mismanagement. Therefore, the Petition itself is filed on mis-conceived notion. The Petitioner cannot plead ignorance about the affairs of Company till 2018 when he is alleged to have verified the MCA to know the affairs of Company. He is estopped from raising the disputes with regard to affairs of Company took place long time ago. Therefore, the Petition is also barred by laches and limitation and has not approached the Tribunal with any bona fide grounds and clean hands - the instant Company petition is not maintainable, barred by laches and limitation, lacks merits and came with unclean hands, it is frivolous and thus it is liable to be dismissed with costs. Petition dismissed.
|