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2022 (6) TMI 1223 - Tri - Companies LawOppression and mismanagement - Seeking order and direct conduct of due election of the Board of Directors for managing the affairs of the 4th Respondent company - seeking appointment of a commissioner for conduct of such election - seeking direction that the management of the affairs of the 4th respondent company be entrusted to the Board of Directors so elected - HELD THAT:- On 23.06.2017 Alexander Correya and Others filed a Petition against M/s. Bhagyodayam Company and Others (TCP/21/KOB/2019) under Section 241 and 242 of the Companies Act, 2013 alleging acts of oppression and mismanagement. Vide order dated 28.08.2018 the NCLT Chennai Bench passed an order superseding the Board of Directors appointing an Administrator and who took control of the 4th Respondent Company. Respondents 5 to 9 herein who are superseded Managing Director and Trustees preferred Company Appeal No. (AT) 338/2018, and Respondents 10 to 12 herein preferred Company Appeal No. (AT) 439/2018 before the Hon'ble NCLAT. The Hon'ble NCLAT, Delhi heard the appeals in detail on 23.07.2020, and vide order dated 23.07.2020 dismissed the appeals upholding the findings of the Hon'ble NCLAT, Chennai. On dismissal of the Appeals, Respondents 5 to 9 herein, preferred Civil Appeal 2999/2020 before the Hon'ble Supreme Court. The Hon’ble Supreme Court of India heard the Appeal in detail on 19.11.2020 and rejected all the contentions raised by the Appellants therein and dismissed the Civil Appeal No. 2999/2020 vide judgment dated 19.11.2020. Since all the contentions raised by the Respondents/ superseded Managing Directors and Trustees before the NCLT Chennai Bench have been rejected by that Bench, which was appealed before Hon’ble NCLAT and Hon’ble Supreme Court and there also they failed, these Petitioners who are stated to be binamis of the suspended Managing Directors and Trustees cannot now come forward with an application for impleadment at this belated stage. Hence, the contention for an impleadment need not be considered. Whether an order as sought for by the Intervening Petitioners can be granted? - HELD THAT:- The request of the interveners to conduct the Board meeting has not been specifically denied by the present Administrator. Instead, he is harping on the allegations raised by the former Administrator that the Auditor has not properly audited the accounts. Lame excuses to conduct the election cannot be accepted for not conducting the election. The Tribunal cannot be a moot spectator in the matter. In order to give an end to the issue involved and in the interest of justice, it is high time to order for conducting the election to the Board of Directors of the 4th Respondent Company in terms of the Articles of Association of the 4th respondent Company. It is not necessary to appoint a Commissioner for the conduct of such an election, as the administrator is competent to conduct the election. The Administrator is directed to conduct the election to the Board of Directors of the 4th respondent Company as early as possible, at any rate, within 45 days from the date of receipt of a copy of this order - petition disposed off.
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