TMI Blog2022 (3) TMI 1000X X X X Extracts X X X X X X X X Extracts X X X X ..... ent, as no documents have been attached with the petition to show that Respondents 3 and 4 are routing the funds of the 1st Respondent Company to Respondent No.2 Company. The copies attached with the counter shall be presumed as true, that all the 3 signatories of the Memorandum of Association are the authorized signatories in the Axis Bank Limited, Mulanthuruthy Branch. But in such a case, the petitioner has not prayed for any forensic investigation of his signature. In the absence of any prayers being sought by the petitioner, no such relief can be granted by this Tribunal. No documents were produced to show that the Company has not conducted its statutory meetings from time to time. Neither Financial Statements nor Annual Returns were produced to substantiate any mismanagement by these Respondents. It is also noted that Respondent No. 1 Company did not conduct any meetings since its incorporation. A perusal of Section 241(1) of the Act would show that a petition field may be based on a complaint that the affairs of the Company are being conducted in a manner prejudicial to public interest or in a manner oppressive to any member of members including any one or more of themselv ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and 4 from making transfer of funds and confirmed orders of the respondent, except with the consent of the Petitioner. iii.To grant injunction restraining the Respondent Nos.3 and 4 from transacting with any of the clients in Annexure 4 using the name of the 1st respondent company. iv.To grant injunction against the functioning of the 2nd respondent company to which the business and funds of the 1st respondent company is routed. v. To restore the rightful position and the authority of the Petitioner to direct and control the operations of the Respondent No.1 Company. vi.To investigate and assess the sums of money of Respondent No.1 Company misappropriated by the 3rd and 4th respondent and direct person guilty of such misappropriation to restore the funds to the Respondent No.1 Company. vii.To direct the 1st Respondent Company to pay the salary of the Petitioners promptly each month. 2. The Petitioner and 3rd respondent were colleagues in a Solar Energy Marketing Company for over 2 years. The Petitioner and 3rd respondent had immense experience in the field of Solar Energy products and services. While so, the 4th respondent who was associated with the s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . He further submitted that the quotations, granted to the various customers were converted to orders, but none of them are shown in the accounts of the 1st respondent company even till the date of freezing. Even after that, the 3rd and 4th respondents are trying to push the petitioner out of the Company or dissolve the Company after obtaining all the orders through the goodwill of the petitioner also. 6. The petitioner further stated that he had invested a substantial amount of his time from the month of September 2019, travelled to various parts of South India and was able to find various customers. Whereas, the respondents after obtaining orders have routed the same to other business entities without informing him or without the knowledge of the petitioner and have not been showing the same in the books of the 1st respondent company. According to the petitioner, the conduct of the 1st Respondent establishes mismanagement and oppression as defined under the provisions of the Companies Act, 2013, and the same warrants for the interference of this Tribunal. 7. Respondent No. 2 in its counter stated that the allegations that the purchase orders of 1st respondent company have b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sions with respect to the company were taken unanimously. No hidden decisions or agendas are taken or implemented in the company. 10. The learned counsel for the Respondents further stated that it is true that the 1st respondent Company has appointed one employee for business promotion in Bangalore on 15th May 2020 and the said employee was in service for just two months. Salary for the newly appointed staff was paid through the bank account only. All employment procedures were known to the petitioner as well. 11. The learned counsel for the respondents further stated that the 2nd respondent company has nothing to do with the business operations carried out by the 1st respondent company as the 2nd respondent company is carrying on business in an entirely different domain. The respondents opposed the statement that 4th respondent and his wife were members of an enterprise, where the funds of the 1st respondent company are wrongly routed to this enterprise. He affirmed that there is no enterprise of any nature in which Respondent no.4 and his wife are members. The Respondents stated that they have no intention to push the petitioner out of the company or dissolve the company, a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 77; 25,000/- for the 1st respondent Company, all without the knowledge and consent of the petitioner. He finally contended that the Respondent nos. 3 and 4 had attempted to route the funds of the 1st Respondent Company through the 2nd Respondent Company in which the 4th Respondent is a director and also through another firm where 3rd Respondent and his wife are members. Petitioner added that he was not aware of any transactions in the Company account and there were continuous withdrawals during this period. 16. A perusal of Section 241(1) of the Act would show that a petition field may be based on a complaint that the affairs of the Company are being conducted in a manner prejudicial to public interest or in a manner oppressive to any member of members including any one or more of themselves. Thus it will be clear that the foundation of a petition under Section 241 (1) will be the allegation or complaint that the affairs of the Company were being conducted in a manner prejudicial to public interest which will necessarily and naturally involve giving particulars as to how it was prejudicial to public interest. Similarly, an averment or allegation as to the affairs of the Company ..... X X X X Extracts X X X X X X X X Extracts X X X X
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