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2017 (12) TMI 1316 - Tri - Companies LawOppression and Mismanagement - Held that:- Tribunal is empowered to decide the issue in consonance with new Companies Act, 2013 though the Company petition is initially filed under the Provisions of Companies Act, 1956. And the 2nd respondent is raising several frivolous litigations by misusing process of law by committing several acts of Oppression and Mismanagement as enumerated by the petitioner, and filing several frivolous cases and committing several corporate offences as detailed by the Registrar of Companies, various orders passed by the Special Judge for Economic Offences. Therefore, the Company petition is very well maintainable in accordance with law, and facts and circumstances as detailed supra, would justify to order to wind up R1 Company but such winding up would prejudice the interest of the petitioners as well as the other parties, in addition to R1 Company and public interest in general. Therefore, it would be just, proper and equitable to pass appropriate orders by the Tribunal to put an end to the oppressive actions and mismanagement of second respondent being committed through R1 Company 1 Company by exercising powers U/ss. 397, 398, 402 & 403 of the Companies Act, 1956/Read with Section 241/242 of Companies Act, 2013. The Tribunal, however, cannot interfere in the day to day affairs of the Company. Since words of acts of Oppression and Mismanagement are not defined in the Act, they are to be inferred basing on facts of each case. Ultimately, it is for the management of a Company to manage its affairs, in accordance with its Memorandum and Articles of Association, however, subject to complying with extant provisions of Companies Act, 1956/2013. Therefore, the Tribunal is leaving all sundry issues to the Company to be decided by them, by directing the Company to conduct meetings of the Company to sort out their issues. Therefore, it is necessary to order the R1 Company to convene EGM at an early date so as to sort out their issues suitably. Hereby directed the respondents to restore the shareholding of the petitioners group and the second respondent Group in the ratio of 50:50 total shareholding of R-1 Company, in consonance with the Board’s resolution dated 27th February, 2007 and Agreement for Transfer of shares dated 8th April, 2010; Hereby declared that all actions/decisions taken contrary to the interim orders dated 18.05.2011 and 27.09.2012 passed by the CLB are non-est in the eye of law, and these interim orders shall be in force till the next EGM, which is to be conducted by virtue of this order; Hereby directed Respondents No. 1 & 2 to convene an EGM within a period of two months from the date of receipt of copy of this order, by duly following all the provisions of the Companies Act, 2013 as well as the Articles of Association of R1 Company and Principles of Natural Justice, in order to sort out their disputes and to conduct normal business of the R1 Company. The parties are at liberty to raise their respective disputes before EGM to be conducted and resolve their issues therein; The parties are at liberty to approach this Tribunal by way of filing a fresh CP, in case, they are aggrieved by the actions taken during the said EGM to be conducted;
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