Home Case Index All Cases Companies Law Companies Law + AT Companies Law - 2022 (12) TMI AT This
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2022 (12) TMI 412 - AT - Companies LawOppression and Mismanagement - Validity of Board Meeting - appointment of Respondents 2 to 5 as Additional Directors - legality of allotment of shares made on 04.03.2013, 22.04.2013 to the second, third, sixth & seventh Respondents - cancellation of said allotment and rectification in the register of Members in order to restore the original Shareholding pattern - legality of removal of the Petitioners from the directorship of the Company under Section 284 of the Companies Act 1956 in the AGM - Section 421 of the Companies Act, 2013. HELD THAT:- This Tribunal having gone through the issues framed by the NCLT are of the view that they relate to the acts of Oppression and Mismanagement affecting the functioning of the Company and therefore have the jurisdiction to entertain and adjudicate these acts of Oppression and Mismanagement alleged to have been committed by the Appellants under Sections 397 & 398 of the Companies Act, 1956, (Sections 241 & 242 of the Companies Act, 2013). The issues raised by the Respondents are reflected in para 7 of the Company Petition 93/2019 and therefore it cannot be said that these issues were never pleaded or that these issues do not form part of the acts falling within the ambit of the definition of ‘Oppression and Mismanagement’ as defined under Sections 241 & 242 of the Companies Act 2013. The pendency of the Criminal Case has no relevance to the adjudication by the NCLT regarding ‘acts’ of ‘Oppression and Mismanagement’. NCLT has only based its observations that the Meeting had never taken place on the findings given by Truth Labs and the Government Forensic Laboratory, ‘apart from other material on record’. It appears from the record that Respondent No. 4 disputes his presence at the Board Meeting dated 01.10.2012. It is significant to mention that the letter dated 11.05.2015 addressed by the Bureau of Immigration, Ministry of Home Affairs, Government of India shows that the fourth Respondent had never attended any Board Meeting on 01.10.2012 as he was travelling abroad as on 01.10.2012. The NCLT has not based its opinion about the disputed Meeting on 01/10/2012, solely on the reports of Truth Labs filed before NCLT or that of Government Forensic Laboratory which is part of the record at the Criminal Court but rather on the other documents as well, including the relevant dates which substantiate the stand of the Respondents that the disputed Meeting never took place on 01.10.2012. Therefore, the contention of the Learned Counsel for the Appellant that the statements made under Section 164 is inadmissible and that the Criminal Case is still pending, is of no relevance here keeping in view the facts of the attendant case on hand This Tribunal is of the earnest view that NCLT had rightly referred to the consent letters of the third Appellant and the fourth Respondent both being backdated as the DIN Nos. were allotted by the Ministry of Corporate Affairs only on 26.12.2012 and 21.12.2012 respectively, together with all Reports of Truth Labs and Andhra Pradesh Foresnic Science Laboratories and also the evidence that the fourth Respondent was not even in India as on the date and has passed the Impugned Order, allowing the Company Petition. Appeal dismissed.
|