2017 (3) TMI 1753 - AT - Companies Law

Permission for withdrawal of appeal - Oppression and Mismanagement - appellants sought permission to withdraw the appeal to enable the appellants to file a fresh Company Petition under section 241 and 242 of the Companies Act 2013 - HELD THAT - While we allow the appellants to withdraw the appeal with liberty to file a fresh petition under section 241 and 242 of the Companies Act 2013, if there is any 'Oppression and Mismanagement' taken place after they become the shareholders of the company, we do not express any opinion with regard to the impugned order dated 31st January 2017 whereby the 2nd appellant has been directed to continue as the director. Appeal disposed off as withdrawn.

Summary

Issues:
Maintainability of Company Petition for 1st and 2nd petitioners, permission to withdraw appeal for filing fresh Company Petition under sections 241 and 242 of Companies Act 2013, continuation of 2nd appellant as director, objection raised by respondents, separate Company Appeal challenging impugned judgment, expression of opinion by the Appellate Tribunal, future petition considerations, disposal of appeal.

Maintainability of Company Petition: The National Company Law Tribunal, Hyderabad Bench, held that the Company Petition was maintainable only with respect to the 1st petitioner from a specific date, while it was not maintainable for the 2nd petitioner. The appellants sought permission to withdraw the appeal to file a fresh Company Petition under sections 241 and 242 of the Companies Act 2013 if oppression and mismanagement occurred after they became shareholders.

Continuation of 2nd Appellant as Director: The appellants requested the 2nd appellant to be allowed to continue as director, which was objected to by the respondents. The respondents had filed a separate Company Appeal challenging the part of the impugned judgment related to the 2nd appellant's continuation as director.

Expression of Opinion by the Appellate Tribunal: The Appellate Tribunal allowed the appellants to withdraw the appeal with liberty to file a fresh petition under sections 241 and 242 of the Companies Act 2013 if oppression and mismanagement occurred after they became shareholders. The Tribunal did not express any opinion regarding the impugned order directing the 2nd appellant to continue as director, stating that it would be looked into in the separate Company Appeal filed by the respondents.

Future Petition Considerations: The Appellate Tribunal clarified that it had not expressed any opinion on any future petition that the appellants might file. It emphasized that the Tribunal should decide on any such future petition based on its own merit, uninfluenced by the impugned order and the Appellate Tribunal's decision.

Disposal of Appeal: The appeal was disposed of as withdrawn with the aforementioned observations, leaving the decision on the impugned order regarding the 2nd appellant's directorship to be addressed in the separate Company Appeal filed by the respondents.