Home Case Index All Cases Companies Law Companies Law + AT Companies Law - 2018 (6) TMI AT This
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2018 (6) TMI 952 - AT - Companies LawOppression and mismanagement - whether Appellant and his wife were given the concerned Notices of the Meetings for holding? - % of share holding - Held that:- Respondents 2 and 3 in both the Appeals and their group have transferred off all their shareholding to 3rd parties. When the Appellant was making grievances in the NCLT also and has claimed here also that he was kept out of the affairs of the Companies and he was making grievances that the properties of the Companies have been handed over to 3rd parties, the Respondents merely showed admissions in pleadings with regard to Notices issued for the Board Meeting dated 29.08.2015 and EOGM dated 8th October, 2015 with reference to Rudraksh but do not appear to have disclosed any other documents to support any of the other meetings on which they have now relied on to show that they have conducted the affairs of the Companies as per the Companies Act. It is clear case of oppression of the Appellant in both the matters. We find that NCLT wrongly and lightly ignored the grievances of the Appellant that the Respondents have handed over the properties of the Companies to 3rd parties – Devi Processors by saying that it was a business decision. NCLT accepted that the decision should have been taken in Board Meeting and Notice should have been given to Petitioner but it was not done so, but gave no weight to it saying that no loss was shown to Petitioner. We do not agree with such reasonings. When the only asset of the Nagina was the land and the only asset of Rudraksh was the factory/process house, if the whole of these assets had been handed over to Devi Processors and Appellant who was holding 32.66% share (with his wife) in Rudraksh and was holding 12.06% shareholding in the Company of Nagina, he had a right to know how these assets had been handed over by Respondents who were professing to say that they have been handed over only for running the business. Even if it was for only running the business, as a majority shareholder, he was entitled to know as to what was the decision, Board Meeting or General Body Meeting Resolutions under which the substratum of the Company had been handed over. As the documents now show, it was not a mere handover of running of the business but the business itself had been sold behind the back and without the knowledge of the Appellant group which is serious act of oppression. NCLT found that the Original Petitioner did not file any document to show that there is arrangements/understanding to give 50% of paid up share capital to Petitioner and his wife. NCLT found that Petitioner had made investments but did not prove that there was understanding to give 50% share capital to him and his wife. In 1st Petition also similar finding is there. We are not disturbing these findings. NCLT found that the grievance was raised only in September 2015 when petition was filed and Petitioner had been Director till 8th October, 2015. NCLT thus did not disturb the said allotment. Considering the delay in raising the dispute on that count, we are not disturbing this finding also. We direct the ROC not to accept such transfer of shareholdings from Respondents 2 and 3 and their group in both the Appeals as reflected in these Annual Returns and Financial Statements. We restore the shareholdings in both the Companies to the stage of filing of the petitions. On receipt of copy of this Judgement, we direct NCLT to immediately appoint (even if parties do not appear as is being directed infra) an Administrator who will handle the affairs of these Companies. NCLT, Ahmedabad is requested to immediately appoint an Independent Auditor/Audit Firm in both the Company Petitions to audit the accounts from the date of incorporation of the respective Companies. The Chartered Accountant/CA Firm shall file Audit Reports before the learned NCLT on date to be fixed by NCLT at the time of appointment. The NCLT may give further directions regarding fees to be paid to the Auditor/Audit Firm
|