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TMI Blog2023 (11) TMI 969X X X X Extracts X X X X X X X X Extracts X X X X ..... lants in the Respondent No. 1 Company, was dismissed. 2. The facts giving rise to this Appeal are as follows: i) The Appellant No. 1 and the Respondent No. 2 are the real brothers. The Respondent NO. 1 Company is the company owned by the family members of the Appellant No. 1 and the Respondent No. 2. The Respondent No. 1 Company is the real estate company. ii) The Respondent No. 2 had committed various illegalities in the Respondent No. 1 company, whereby reducing the shareholding of the Appellant No. 1 from 33.53% to 17.44%. In addition, the Respondent No. 2 had also sold the properties of the Respondent NO. 1 Company without the consent of the Appellant No. 1. iii) The Company Petition was filed by the Appellants on 27.02.2018 sought the following reliefs: "a) To hold that the Respondents are guilty of oppression and mismanagement; b) To declare the convening of any Board Meeting of Respondent No. 1 Company and the purported EGM dated 01.11.2017 for the increase in authorized capital from Rs. 7,19,01,000/- to Rs. 13,75,00,000/- as null and void and has no effect; c) To declare the allotment of 65,51,587 shares in purported Board Meeting 16.11.2017 as null and void and h ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 5% share of FAR from the Development Agreement dated 16.07.2012 with Respondent NO. 8 is received, the Petitioners shall be entitled to have their 33.33% rights over said sale proceeds; n) To direct and declare that in case of any unlicensed land of Respondent No. 1 Company, sold to any third party, the proceeds there from shall be distributed in such manner, whereby Petitioner No. 1 gets 33.33% share of it; o) To declare that the Respondents are ineligible to become the directors of the Respondent No. 1 Company or in any other Company in future." iv) Further case is that the Respondent No. 1 had not filed the response to the said Company Petition. The Respondent No. 1 filed an application for seeking condonation to file the response of the said Company Petition which was closed by the Ld. NCLT on 30.08.2018. It is pertinent to mention that the matter between the Appellant No. 1 and the Respondent No. 2 was settled on the basis of two Compromise Deeds dated 11.04.2018 and 31.05.2018. Both the Respondents i.e. the Respondent No. 1 and Respondent No. 2 were to pay back the amount of Rs. 55 Lacs and Rs. 1.91 Crores as per the Minutes of Meeting dated 31.05.2018. However, the Resp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rming certain obligations. vii) Further case is that the Appellant No. 1 is ready to comply any obligation as referred in the said response/reply filed by the Respondent No. 1 provided the said amount is paid by the Respondent No. 1 and Respondent No. 2 to the Appellant No. 1. viii) Since the Respondent No. 1 is a closely held company owned by the family members. The dispute is between the two brothers. The entire cause can be settled, if as per the admission of the Respondent No. 1 and Respondent No. 1, the amount of Rs.55 Lacs and Rs. 1.71 Crores is paid to the Appellant No. 1. Further, even pending the Execution Petition before the Ld. Civil Judge, Gurgaon or before the Hon'ble High Court of Punjab and Chandigarh, the Appellant No. 1 continue to have the shareholding in the Respondent No. 1 Company and the directorship. In that cause, due to both the brothers had loggerheads, the affairs of the Respondent No. 1 Company would continuously be prejudiced. ix) In the said matter, the NCLT in the particular facts and circumstances cannot abdicate its jurisdiction when the affairs of the company are not only prejudicial to the creditors and shareholders but also to the prejudicial ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... considered that Respondent No. 1 was a closely held family company, it has abdicated its Jurisdiction under Section 241-242 of the Companies Act, 2013, which is for putting an end to the dispute between the parties. The impugned order is of such a nature which will multiply the proceedings/litigations between the parties; that even otherwise Oppression and Mismanagement being caused by the Respondent No. 2 against the Appellant in Respondent No. 1 Company was continuous in nature. The NCLT has failed to comprehend the situation. 8. The NCLT has taken note of other collateral proceedings and judicial proceedings between the parties. The said judicial/collateral proceedings cannot be a reason for the NCLT to dismiss the main petition of Oppression and Mismanagement being filed by the Appellant. 9. The Learned Counsel for the Respondent during course of argument and in his reply affidavit along with written submissions submitted that appeal is misconceived and baseless as the Appellants have no locus standi to file the present Appeal. The dispute was essentially between real brothers i.e. Appellant No. 1 and Respondent No. 2 and both of them have arrived at a settlement vide comprom ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pellant had abused the process of law by initiating multiple proceedings for the same cause of action. In this regard, the Tribunal while dismissing the company petition noted in the impugned order. The Tribunal passed the impugned order after duly considering that the jurisdiction of the Tribunal cannot be invoked for giving effect to a compromise between the parties. The impugned order does not suffer from any jurisdictional error and the Tribunal, by passing of the impugned order, ensured that there is no multiplicity of proceedings between the parties. The Tribunal comprehensively dealt with the issues mentioned in the Company Petition. The impugned order was passed on the ground that the parties had already mutually settled their disputes. In view of the mutual settlement, the Company Petition ought to have been dismissed which the Tribunal rightly did by way of the impugned order. 13. The Appellants have wrongly alleged that Respondent No. 1 had not filed a response to the company petition. In this regard, it is submitted that the Respondents initially Could not file the reply to the Company Petition within a reasonable time for the reasons stated in the application filed by ..... X X X X Extracts X X X X X X X X Extracts X X X X
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