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2021 (11) TMI 735 - Tri - Companies LawWinding up of company - Seeking to implead the applicant as a respondent - seeking permission to applicant to file necessary pleadings and further documents - rule 11 and 34 of the National Company Law Tribunal Rules, 2016 - whether all shareholders/stakeholders of a company facing wound up proceedings filed under section 271(e) of the Companies Act, 2013 must invariable to be impleaded and heard prior to ordering wound up of a company? HELD THAT:- The applicant is bound by the decisions taken by its main company, wherein it is holding shares. As long as it has no grievances against the affairs of Devas company, the applicant has no locus standi to intervene in the main company petition. The contention of applicant that amount awarded is an asset and Antrix is debtor is not tenable and it is baseless, as long as the award has not attained its finality, through judicial process. Admittedly, the validity of Award is in question and the same is sub judice. The contention that rights of shareholders to carry on business through the instrumentality of a company is a right guaranteed under article 19(1)(g) of Constitution of India, and it cannot be taken away by this hon'ble Tribunal acting under the Companies Act, 2013 on mere conjectures and allegations without finding of a competent court of law, is mere misconception of law - rights of shareholders can be exercised through board of directors elected by them. Every shareholder cannot claim and defend the cases filed against their company, whether it is winding up petition or other cases and, it is the responsibility of company represented by its board of directors, to defend those cases, as a legal entity. It is misconception of law that every shareholders/stakeholders are to be heard in every case filed against a company. There are cases where creditors can file petition seeking to wind up of a company on the ground that company is unable to pay its debts and if debt in question is paid, petition itself can be closed. But here in, the case is different that the incorporation itself and subsequent affairs are being run in fraudulent manner and unlawful object. The instant application is nothing but to delay proceedings and to support Devas in the main company petition and it is proxy war. Since the Tribunal finds that Devas is a fit company to wind up by way of separate order dated May 25, 2021 the instant application is not maintainable and it is liable to be dismissed - Application dismissed.
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