2016 (12) TMI 1807 - Tri - Companies Law

Maintainability of Company petition - Oppression and Mismanagement - Petitioners have not less than one tenth of shares - locus standi of petitioner to maintain the Company Petition - question to be decided by the Board for Financial Reconstruction - Jurisdiction - time limitation. Whether the Petitioners have not less than one tenth of shares and thus have locus standi to maintain the Company Petition? - HELD THAT - The Petitioners in the CP have propounded their case as members of the Company holding not less than one tenth of the paid up share capital as on the date of filing of the Company Petition and further contended that the Respondents have fraudulently and deliberately omitted to show the transfer of the shares in favour of the Petitioners' group in the Annual Returns. This is a question of fact. Further, the contention of the Applicants/Respondents that the Share Transfer Forms are not properly submitted and That transfer is not affected etc are the questions of fact to be decided in the enquiry in the Company Petition on merits. For the purpose of maintainability of the Company Petition, therefore, it is sufficient to hold them eligible because the Petitioners have been issued share certificates, and the Meeting of Members and the Meeting of Board of Directors have approved the allotment of shares - There is no denial that the total number of shares thus decided to be transferred in favour of the Company Petitioners and also reflected in the share certificates issued to them is amounting to not less than one tenth of the paid up capital of the Company as on the date of filing of the Company Petition. Whether the questions involved in the Company Petition have to be decided by the Board for Financial Reconstruction? If so the jurisdiction of this Tribunal is barred? - HELD THAT - Evidently, the facts of the case on hand do not show that the disputes arose but of the orders of BIFR. The dispute before us is obviously different from the BIFR orders. Thereby, there cannot be any confusion in the minds of the stake holders of the draft scheme formulated and approved by the Board for seeking any clarification or further direction. As per the documents of the Petitioners, they have become share holders and therefore, any dispute between the shareholders and the company, in terms of minority and majority groups, while dealing with management of affairs of the company, would fall within the ambit of a dispute for resolution by the Tribunal only - the Company Petition is maintainable in this Tribunal for the reliefs claimed therein on the complaint of oppression and mismanagement. Whether the Company Petition is barred by limitation, delay and latches? - HELD THAT - Limitation, delay and latches are lot pure questions of law but they are mixed questions of fact and law which cannot be decided summarily in an application to dismiss the main proceedings on preliminary grounds. The Company Application is devoid of merits and it is dismissed.

Summary

Issues Involved:
1. Locus standi of the Petitioners under Section 399 of the Companies Act, 1956.
2. Jurisdiction of the Tribunal versus the Board for Industrial and Financial Reconstruction (BIFR).
3. Bar of limitation, delay, and laches.

Detailed Analysis:

I. Locus Standi of the Petitioners:
The primary issue was whether the Petitioners possessed not less than one-tenth of the shares, thus qualifying under Section 399 of the Companies Act, 1956. The Petitioners claimed they held 54% of the paid-up capital, supported by share certificates and minutes of meetings. The Respondents argued that the Petitioners' names were not reflected in the Annual Returns from 2010 to 2013. The Tribunal emphasized that, at this stage, it could only consider the Petitioners' averments and supporting documents, not the Respondents' defenses. Citing precedents, the Tribunal held that the Petitioners had demonstrated sufficient grounds to be considered members of the company, thus satisfying the eligibility criteria under Section 399.

II. Jurisdiction of the Tribunal versus BIFR:
The Respondents contended that the Petitioners should approach BIFR, as their grievances stemmed from orders passed by BIFR. The Tribunal examined the BIFR order dated 23.05.2007, which allowed the conversion of funds infused by the Petitioners into equity. The Tribunal distinguished the present case from the Pasupati Fabrics case, noting that the current dispute did not involve the interpretation of BIFR orders but rather issues of oppression and mismanagement between shareholders. Therefore, the Tribunal held that it had jurisdiction to hear the Company Petition.

III. Bar of Limitation, Delay, and Laches:
The Respondents argued that the Petitioners' claims were barred by limitation, delay, and laches. The Tribunal noted that these were mixed questions of fact and law, which could not be summarily decided in a preliminary application. Citing precedents, the Tribunal held that such issues should be addressed during the final hearing of the Company Petition on its merits.

Conclusion:
The Tribunal dismissed the application challenging the maintainability of the Company Petition, holding that the Petitioners had established their locus standi under Section 399, the Tribunal had jurisdiction over the matter, and issues of limitation, delay, and laches should be decided during the final hearing. The Tribunal directed that pleadings in the Company Petition be completed within two weeks to expedite the final hearing. No order as to costs was made in this application.