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2021 (2) TMI 1136 - Tri - Companies LawOppression and mismanagement - seeking approval of the scheme for payment/contribution - contention of the Applicants/Respondents that in a Company Petition under Section 241 there can only be one Respondent Company is denied - HELD THAT:- It is quite apparent from a bare reading of the aforesaid provision of Section 241 that ‘Mismanagement’ means the affairs of the company are being conducted in a manner prejudicial to public interest or in a manner prejudicial to the interest of the company. Further, mismanagement is when a material change has taken place in the ownership of the company’s share or if it has no share capital in its membership or in any other manner whatsoever and that by reason of that change it is likely that the affairs of the company will be conducted in a manner prejudicial to public interest or in a manner prejudicial to the interests of the company. In the Company Petition the Petitioner seeks approval of the scheme for payment/contribution and to direct changes in the shareholdings and directorships of the 7 companies based on a MoU dated 15.09.2016 entered between the parties with the aim to put an end to the cross holdings of the Coparceners and 100% ownership will devolve on the persons who are presently managing and in control of the Companies. Such reliefs cannot be granted by this Tribunal under Section 241/242 of the Companies Act, 2013. Thus, filing of the petition under Sections 241 and 242 seeking such reliefs is a misconceived exercise, as firstly, the Petitioner has to firmly establish the oppressive acts in which he has aggrieved or mismanagement involved in the Companies to which he has filed the Petition - the Company Petition does not raise a single act of oppression or mismanagement in the affairs of the Company i.e. prejudicial to the interests of the stakeholders/members or to the public. Technical irregularities - HELD THAT:- Since the shareholding pattern and Board of directors of the Company varies from Company to Company a Petition against 7 different Respondent Companies is not permissible under Section 241 of the Companies Act, 2013. The Petitioner failed to provide the Articles of Association (AoA) and Memorandum of Association (MoA) of each Company which were arrayed as Respondents - The petitioner has filed the Company Petition against 7 Companies, who does not hold minimum threshold mentioned under Section 244 of the Companies Act, 2013. According to the Applicants the Petitioner is not a Shareholder in 3 Companies i.e. RBG Commodities, RBG Broking, RBG Vyapar. Petition is not maintainable as it is not filed in compliance with Companies Act, 2013 and Rules by paying the appropriate fee prescribed under the Rules - application disposed off.
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