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2022 (12) TMI 275 - AT - Companies LawOppression and Mismanagement - Minimum qualification of shares for invocation of petition filed under Section 241 of the Companies Act, 2013 - registration of shares by means of transfer in favour of the Respondents under Section 58(5) of the Companies Act, 2013 - power of Tribunal to order for cost to be paid to the Respondents - power of Tribunal to cause investigation into the affair of the company under the ‘Companies Act, 2013 - power of Tribunal to recommend to Institute of Chartered Accountant to take suitable disciplinary action on 9th Respondent (Chartered Accountant Firm on alleged collusion with the Appellants to falsify the record of the company. Whether the Respondents possessed minimum 10% shares in order to invoke petition filed under Section 241 of the Companies Act, 2013? - HELD THAT:- It has been brought out that the Joint Managing Director, Managing Director along with the 2nd Respondent handed over all the documents including Original Share Certificates along with Share Transfer Forms to the 9th Respondent (Chartered Accountants Firm of the company). However, no action was taken despite reminders being sent by the Respondents to the Appellants. It is noted that upon receiving a letter dated 26.04.2017 from the Respondents, the 9th Respondent i.e. Chartered Accountants Firm conveyed that the Managing Director of the company had collected back necessary documents from their office to take required action for transfer of shares - To settle the disputes after reconciliating meting among the shareholders, a Settlement Agreement was entered between the parties on 09.12.2017, wherein it was mentioned that the Appellants would transfer 4.5% shares of the company to the Respondents. The Settlement Agreement was recognized and approved by the board in its meeting on 12.12.2017. However, no such transfer was made. It is the case of the Appellants that non transfer of shares should be treated as inter se dispute and the Respondents herein should have approached appropriate Civil Court to enforce transfer of shares under Specific Relief Act, 1963. In this regard, this Appellate Tribunal observes that since the transfer of the shares were agreed upon between the parties which was approved in Board Resolution of the company and therefore the Tribunal had suitable power under Section 242 of the Companies Act, 2013 r/w Rule 11 of the National Company Law Tribunal, Rules 2016 - this Appellate Tribunal considered non transfer of shares in favour of the Respondents herein tantamount to the oppressions of the ‘Respondents’ as per Section 242 r/w Section 58 of the Companies Act, 2013. Whether the Tribunal had the power to cause investigation into the affair of the company under the Companies Act, 2013? - Whether the Tribunal is empowered to recommend to Institute of Chartered Accountant to take suitable disciplinary action on 9th Respondent (Chartered Accountant Firm on alleged collusion with the Appellants to falsify the record of the company? - HELD THAT:- There is no power with the Tribunal to directly order, an investigation of the Company’s Affairs by an independent Person / Firm (Mr. K. Venkitachalam Aiyer & Company as Chartered Accountants) - Similarly, no power exist with the Tribunal, to ask an Autonomous Professional Body (herein the Institute of Chartered Accountant of India) to take disciplinary action against its Member. The Tribunal ought to have taken into account the provision as contained in Section 213 of the Companies Act, 2013 and after following due process after hearing the company herein, the Tribunal, could have asked the Central Government, to appoint the Inspector, to investigate and take further action as per process laid down in the Companies Act, 2013 - This Appellate Tribunal, therefore comes to the conclusion that the Tribunal erred on the aforesaid accounts of investigation and asking Autonomous Body for taking disciplinary action against the Chartered Accounts Firm - This Appellate Tribunal, is of the considered opinion that there is no error, in the impugned order dated 21.04.2020, passed by the Tribunal, w.r.t its order contained in Para- 29 (i), (ii) & (v). Appeal disposed off.
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