Home Case Index All Cases Companies Law Companies Law + Tri Companies Law - 2021 (6) TMI Tri This
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2021 (6) TMI 161 - Tri - Companies LawOppression and mismanagement - refusal to access the company records on account of the fact that Prime Tower was still not operational owing to the outbreak of COVID-19 pandemic - obstructing the entry of the Company Secretary Mr. Rajnish Kumar and the HR Head Mr. Mazhar Hussain into the Company Prime Tower premises, who visited to get access on necessary documents - Sections 58, 59, 241, 242 and other applicable provisions of the Companies Act, 2013 - HELD THAT:- It was well within the rights of the Respondent No. 4 to enter into the Premises and revoke the Agreement from November 2018, when the Respondent No. 1 failed to pay the service charges for the month of October 2018. Instead, the Respondent No. 4, in an unequitable show of good faith, allowed the Respondent No. 1 to continue to use the Premises even thereafter without any hindrance to it - It is evident from reading the Agreement that neither the Respondent No. 1 nor the Respondent No. 4 is provided with the right to claim any set-off. Further, the Respondent No. 4 has never accepted nor acquiesced to the Respondent No. 1's claims of set-off. It is trite law that those persons/entities who are not party to a contract, do not have any right to initiate action or claim benefits/performance of the contract. This is enshrined within the legal doctrine of privity of contract, which is respected, followed, and enforced by all the courts, tribunals, and other adjudicating authorities of similar power and stature in India - Merely because the Petitioner/Applicant is a majority shareholder in the Respondent No. 1, it is not entitled or authorised to file the captioned Application relating to contractual rights of the Respondent No. 1 and the Respondent No. 4. There is no shareholder right of the Petitioner/Applicant involved in relation of the use of the Premises by the Respondent No. 1 in contractual arrangement with the Respondent No. 1 - the dispute is in respect of the payment of rent, which the respondent no. 4 is claiming from respondent no. 1 company and which according to the applicant is set off against the outstanding dues, which is payable by the respondent no. 4 to the respondent no. 1. A defence of set off can be claimed by the defendant in a suit for the recovery of money and set off must be a certain sum but herein the case in hand, of course by filing the written submissions, the respondent claimed set off of the service charge but nowhere it is mentioned in the application that any suit for the recovery of money is pending in which the applicant has claimed set off. Of course, amount of claim is certain. Therefore, in our considered view the first condition is lacking. Hence defense of set off claim by the applicant is not liable to be accepted. Though the act of respondent no. 2 to 4 does not come within the purview of oppression, for the smooth functioning of the company, it is directed, in the meantime, both the parties should ensure that no hindrance is made by any of the parties or its officers and employees to ensure smooth functioning of the company - application disposed off.
|