Home Case Index All Cases Companies Law Companies Law + Tri Companies Law - 2021 (5) TMI Tri This
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2021 (5) TMI 430 - Tri - Companies LawSeeking to declare the actions of Respondents No. 2 to 5 have been in a manner oppressive to the Petitioners and prejudicial to the interests of the Petitioners - seeking to declare that resolutions passed by Respondents No. 2 to 5 for the period of March 2017 till April 2019 are void - HELD THAT:- The shares held by deceased parents cannot be claimed by either party. And the Parties herein can base their contentions only in respect of shares held by them. Unless the shares in dispute is settled, rights of Parties, as claimed in the instant Company Petition cannot be determined and the same is premature. Admittedly, transmission of shares in question belonging to parents of Petitioner was not effected so far by the Company. Admittedly, the Petitioners cannot question decisions taken during life time of Late Sri Basvapurnaiah and also during his holding position of Managing Director of R 1 Company. The first Petitioner himself claimed that he was at helm of Affairs of R1 Company for a period of 18 years. He has stated that he holds the position of MD of R 1 Company from 2009 and he was further appointed as such for a further period of five years from 2013. When the term of Petitioner No. 1 & 2 was going to expire in the year 2020 by rotation, they have not opted for re-appointment. Accordingly, the Petitioner No. 1 & 2 along with Respondent Nos. 2 & 3, who have not opted for re-appointment deemed to have retired. The first Petitioner, being MD of Company, is admittedly a party to various transactions, as alleged to be acts of oppression and mismanagement in the instant Petition. While alleging that the Respondents have fiduciary duties as Directors, towards affairs of R1 Company, the Petitioner should also understand that he too has such responsibility to other stakeholders of R 1 Company and also public which take service from the Company. Even they cannot take shelters contending that they can file the instant Petition as shareholders of R 1 Company. It is also relevant to point out here that Petitioner Nos. 1 & 2, when they are going to retire by rotation, they can appear before AGM and press their case for re-appointment. Anyway that issue is not subject matter of the instant case. Therefore, the Petitioner cannot file the Company Petition, and it is liable to be dismissed on these grounds alone without adverting to other contentions of the Petitioners. However, some of allegations made in the Petition are being dealt hereunder. Appointment of Independent Directors - HELD THAT:- The Allegations made by the Petitioners in respect of Independent Directors are vague and general and they are not tenable. Only allegation made in the Petition is that post 03-07-2018, the 2nd Respondent in order to oust the Petitioners from making decisions in the Board, choose to nominate three independent Directors i.e. 7th, 9th Respondent herein and one late Mr. Satyam Yallapalli. The alleged 'independent directors' are not persons, whose antecedents or accomplishments have been disclosed to the Board of the Company. On the other hand, the Respondents have satisfactorily convinced the Tribunal that they are eligible persons possessing requisite qualification and are not relative to them. Various impugned Board proceedings - HELD THAT:- Every act done by Respondents was done with the consent and authority provided by the Board. The Petitioner No. 1 who was appointed as MD by Board in 2009 and again in 2013 for 5 years has been signing and authenticating every financial transaction and annual balance sheets from 2013 till year end 31.03.2019. Registration of land pertaining to property - HELD THAT:- The Board in its meeting held on 11th June, 2010, has duly authorised Dr. P.R. Mohana Rao, President & CEO/Authorised signatory of Company to deal with the Property. And the allegations in this regard are unfounded and baseless. Issue of equal representation for petitioners and Respondents group - HELD THAT:- Admittedly, even Wills in question are in dispute before the Hon'ble High Court of Karnataka and thus transmission of shares in question are not effected to determine shareholding of Parties. In such a scenario, question of equal representation do not arise now and it is premature. The Petitioners made general allegations on the affairs of Company rather than to establish prima facie case with to acts of oppression and Mismanagement. The Tribunal cannot enter into roving enquiry of mere allegations and Tribunal cannot find fault with and interfere with decisions taken by the Board in normal course of its business, unless serious illegality taken place. The Petitioners have failed make out any case to interfere in the matter - Petition dismissed.
|