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Showing 21 to 22 of 22 Records

• 2022 (3) TMI 119 - DELHI HIGH COURT
  

  Territorial Jurisdiction of Delhi High Court - LLP is registered in Hyderabad - Access to the business accounts in possession of the respondent no.3/defendant no.3 - grievance of the respondent/plaintiff is that he has been denied access to the business accounts of the respondent no.3/defendant no.3 - entire basis of the respondent/plaintiff for filing the suit in Delhi is on account of the fact that the LLP carried out business in Delhi and that the products of the LLP are regularly sold in Delhi by means of online sales as well as through physical stores such as Nature’s Soul, which is in Delhi - HELD THAT:- Taking into account the nature of the disputes raised in the plaint being inter-se disputes of partners, the fact that business of the LLP is being carried out in Delhi would not vest the Courts of Delhi with jurisdiction to try and entertain the present suit.

  An LLP or any other business entity can carry out business in different parts of the country. But that would not mean that a suit, with regard to disputes between the partners, could be filed in any place where the business of the firm/LLP is carried out. What has been raised in the plaint is a dispute with regard to the business accounts of the LLP - Section 13 of the LLP Act provides that every LLP shall have a registered office, where all communications and notices may be addressed and shall be received. In terms of Sections 11 and 36 of the LLP Act, documents in respect of the LLP, including the incorporation document, the statement of account, annual return, etc., shall also be available for inspection with the Registrar of the concerned State in which the LLP is registered. In terms of Section 34(1) of the LLP Act, the books of account in respect of an LLP shall be maintained at the registered office.

  It is not the case of the respondent/plaintiff that any consent was taken to remove the books of account from the registered office to Delhi. Therefore, it would have to be taken that the books of accounts of the LLP are kept at its registered office in Hyderabad - The present suit impugns the denial of access to the business accounts of the petitioner no.3/defendant no.3 to the respondent/plaintiff. It has not been averred by the respondent/plaintiff that the books of account of the petitioner no.3/defendant no.3 are kept in Delhi. On such an emergence of facts from a reading of the plaint, in the opinion of this Court, the jurisdiction to entertain the present suit shall vest with the Courts in Hyderabad.

  It is evident from the facts of the present case that there is no principal or subordinate office of the LLP in the State of Delhi and neither are the books of accounts kept in Delhi, therefore, there is no cause of action in respect of the present suit, which is arising within the territorial limits of the Courts in Delhi. Furthermore, the parties by agreement cannot give jurisdiction to a Court, which otherwise does not have such jurisdiction - the Courts in Delhi lack the territorial jurisdiction to try and entertain the present suit.

  The petitioners/defendants have made out a case fit for interference by this Court under Article 227 of the Constitution of India as the Commercial Court has failed to appreciate that on a reading of the plaint, the Courts in Delhi lack the territorial jurisdiction to try and entertain the present suit - Petition allowed.

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• 2022 (3) TMI 118 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL , CHENNAI BENCH
  

  Review application - bonafide error or not - Oppression and Mismanagement by the then Managing Director - company is incorporated for charitable purpose - HELD THAT:- What is an error apparent on the face of record cannot be defined precisely or exhaustively, there being an element of indefiniteness inherent in its very nature and it must be left to be decided judiciously, on the facts of each case.

  It is to be remembered that the Companies Act, 2013 does not clothe the Tribunal to Review its own order and Judgment. But Section 420(2) of the Companies Act, 2013 is empowering the Tribunal to act any time within two years from the date of the order in order to rectify any mistake apparent from the record, amend any order passed by it and to make such amendment, if a mistake is brought to its notice by the Litigants/Stakeholder. Undoubtedly, a Tribunal has no inherent power of review as per Civil Procedure Code. However, the Tribunal has the requisite power to set right/rectify any mistake apparent from record and to amend an order accordingly - The power of Review is not an Inherent Power and Rule 11 of the National Company Law Rule, 2016 cannot be pressed into service. Furthermore, there is no express provision that showers Power of Review upon the National Company Law Tribunal either in an express fashion or by means of necessary implications, as the case made be.

  As far as the present case is concerned, even though the Appellant has preferred the instant Company Appeal (AT)(CH) 11 of 2022 before this Tribunal, as against the impugned order dated 11.03.2020 in IA No. 29/KOB/2020 in TCP/21/KOB/2019, under Section 421 of the Companies Act, 2013, since the Central Government has established the Serious Fraud Investigation Office to investigate fraud relating to a Company and that the Central Government is to assign the investigation into affairs of a Company by Serious Fraud Investigation Office and its Director may designate such numbers of Inspectors, as he may consider necessary, for the purpose of such investigation vide Section 212 of the Companies Act, 2013 by following the procedure under Section 213 of the Companies Act, 2013, in stricto sense of the term.

  When the Prime Grievance of the Appellant is that the impugned Order dated 11.03.2020 in IA No. 29/KOB/2020 in TCP 21/KOB/2019 on the file of the National Company Law Tribunal, Kochi Bench that the said Order was passed without hearing the Central Government being the Primary Competent Authority then, the Central Government/Union of India (through Serious Fraud Investigation Office) ought to have preferred the Appeal against the impugned order dated 11.03.2020. However, such recourse has not been resorted to. Viewed in that perspective, this Tribunal unresistingly comes to a consequent conclusion that the Appellant/Registrar of Companies, Kerala is not the proper and competent person to prefer the instant Company Appeal.

  Appeal dismissed.

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