2018 (11) TMI 1766 - Tri - Companies Law

Intervention Application - 'persons concerned' - Whether the Applicants can be treated as persons concerned under proviso to Section 252(1)? - Whether the Applicants can be treated as aggrieved persons by virtue of the orders passed by the Registrar of Companies removing the name of the Petitioner? - Whether the Applicants have locus standi to agitate before this Tribunal against the Petition? - Whether the disqualified directors can file this Petition? - Whether it is in the public interest that the Petitioner be restored? HELD THAT - It is very clear that the Applicants cannot be treated as persons concerned under section 252(1) for the reason that the law stipulates that the persons concerned would have a legitimate interest in the revival of the company, connected to the company and are concerned either by way of a contractual obligation or by any other obligation. So, the yardstick is that the Persons Concerned would have a binding interest in the company and are responsible for the affairs and conduct of the company. In a way persons concerned are those , by virtue of their contractual obligation, i.e members, shareholders, directors, creditors, etc who had some sort of a binding interest, financial dealing or any other dealing with the company, who could very well be covered under the term persons concerned . In the present case, the Applicant is neither a person concerned nor an aggrieved person and on the other hand they seem to be aggrieved if the orders of the Registrar of Companies are upheld by not restoring the name of the company. So, to get eligibility for invoking section 252(1) either a person must be a person concerned or an aggrieved person - Since, the Applicant does not satisfy either of the criteria, there is no locus standi to file the present Petition. Further to it, the Application is not for invoking Section 252(1) for restoring the name of the company but for creating a hurdle/obstacle for restoring the name of the company. The Application is thoroughly misconceived. In view of the above, all the three points above are held against the Applicants. The Applicants had sought for several reliefs which in real sense neither be termed as reliefs, either for them or for the company, nor is any prayer worth being considered. The entire facts of the case as brought out in the Application is made with the sole object of creating obstacles for the revival of the company with a selfish motive by not minding the public interest or the interest of the shareholders - None of the observations made by us can absolve the Petitioner from any deficiencies or violations with regard to legal compliances. All the violations, if at all any, on the part of the Petitioner can always be proceeded against by the authorities concerned or members of the company. The Intervention Application is dismissed.

Summary

Issues Involved:
1. Whether the Applicants can be treated as "persons concerned" under proviso to Section 252(1)?
2. Whether the Applicants can be treated as "aggrieved persons" by virtue of the orders passed by the Registrar of Companies removing the name of the Petitioner?
3. Whether the Applicants have locus standi to agitate before this Tribunal against the Petition?
4. Whether the disqualified directors can file this Petition?
5. Whether it is in the public interest that the Petitioner be restored?

Detailed Analysis:

1. Whether the Applicants can be treated as "persons concerned" under proviso to Section 252(1)?
The Tribunal clarified that the term "persons concerned" under Section 252(1) refers to individuals or entities with a legitimate interest in the revival of the company, connected to the company either by contractual obligation or other obligations. This includes members, shareholders, directors, creditors, etc., who have a binding interest in the company. The Applicants, in this case, do not meet this criterion as they do not have a legitimate or binding interest in the company.

2. Whether the Applicants can be treated as "aggrieved persons" by virtue of the orders passed by the Registrar of Companies removing the name of the Petitioner?
The Tribunal distinguished between "persons concerned" and "aggrieved persons." Aggrieved persons are those who are adversely affected by the Registrar's order and cannot conduct business with the company due to its removal. Statutory authorities with claims against the company can be aggrieved persons but not persons concerned. The Applicants do not qualify as either aggrieved persons or persons concerned, thus lacking the standing to file the present Petition.

3. Whether the Applicants have locus standi to agitate before this Tribunal against the Petition?
Since the Applicants do not satisfy the criteria of being either persons concerned or aggrieved persons, they lack locus standi to challenge the Petition. The Tribunal noted that the Application was misconceived and aimed at creating obstacles for the revival of the company rather than addressing legitimate grievances.

4. Whether the disqualified directors can file this Petition?
The Tribunal found that the person who signed the Petition, despite being a disqualified director, is a major shareholder in the company and thus qualifies as a person concerned. Therefore, the disqualification of the director does not invalidate the Petition, and the contention of the Applicants on this ground was overruled.

5. Whether it is in the public interest that the Petitioner be restored?
The Tribunal emphasized the importance of public interest, noting that a defunct company cannot enforce rights or obligations, which would jeopardize public interest. Restoration of the company allows for the enforcement of statutory duties and legal actions against or by the company. The Tribunal concluded that it is in the public interest to restore the company's name to the Register of Companies.

Conclusion:
The Tribunal dismissed the Intervention Application filed by the Applicants, finding that they lacked locus standi and their objections were not tenable. The Tribunal ordered the restoration of the company's name in the Register of Companies, subject to compliance with statutory requirements and payment of costs. The restoration allows the company to resume operations and comply with legal obligations, thereby serving the public interest.