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2020 (6) TMI 713 - Tri - Companies LawOppression and Mismanagement - siphoning of funds - Illegality or irregularity in calling for convening EoGM - Special notice under Section 169 of the Companies Act, 2013 - HELD THAT - Nothing was prima facie brought to my notice to prove that as per the terms under the Joint Resolution Plan, P4 can claim any protection of her directorship in a legally constituted Board of R1, especially wherein there is dispute between P-1 and R-2 regarding contribution made by them towards fulfillment of Resolution Plan. At this juncture the Ld.Sr.Counsel for R2 submits that the Liability under the Resolution Plan has already been discharged. The said submission was not countered from the side of the petitioner. Moreover if any breach of resolution plan, the remedy available to the aggrieved parties is elsewhere. The management of the affairs of the Company like the Company in hand cannot be touched by the Tribunal unless a very extreme case of injustice or unfairness is brought to the notice of this tribunal with sufficient materials. In the absence of such material, that the EoGM to be held was on complying all the requirements to be meted out for proposing a resolution for the removal of P4, this is not a fit case to allow the interim relief asked for on the side of the petitioner. Application dismissed.
Issues Involved:
1. Allegations of oppression and mismanagement under Section 241-242 of the Companies Act, 2013. 2. Request for interim relief to prevent the removal of a director (P4) at the EOGM. 3. Compliance with legal procedures for convening the EOGM and issuing special notice under Section 169 of the Companies Act, 2013. 4. Examination of the rights and liabilities under the Joint Resolution Plan. 5. Validity of the claims regarding the conduct and actions of P4. Issue-wise Detailed Analysis: 1. Allegations of Oppression and Mismanagement: The petitioners filed an application alleging that Respondents R2 to R7 were managing the affairs of R1 company in an oppressive manner and prejudicial to the interests of the company. The petitioners sought interim relief to prevent the removal of P4 from the directorship until the final hearing of the main petition (C.P. No. 1836/KB/2019). The Tribunal noted that the urgency for the application was satisfactorily explained and listed the matter for hearing via video conferencing due to the COVID-19 lockdown. 2. Request for Interim Relief: The petitioners pressed for interim relief to stay any resolution passed at the EOGM scheduled for 29.06.2020, which aimed to remove P4 as a director. The petitioners argued that such removal would cause great injustice and hardship to P4 and the minority shareholders represented by P1. The respondents, however, contended that P4 could not claim the right to continue as a director against the wishes of the majority shareholders, especially since the EOGM was convened legally and notices were duly served. 3. Compliance with Legal Procedures: The Tribunal examined whether the legal procedures for convening the EOGM and issuing special notice under Section 169 of the Companies Act, 2013, were followed. It was found that notices for the EOGM were served in advance, and a special notice was also served on P4. The Tribunal concluded that there was no illegality or irregularity in calling for the EOGM and that the requirements for removing a director were met. 4. Examination of Rights and Liabilities under the Joint Resolution Plan: The petitioners argued that removing P4 would violate the terms of the Joint Resolution Plan, which stipulated joint management of R1 by P1 and R2. The respondents countered that the resolution plan did not restrict the Board from excluding P4 from management. The Tribunal found that the Joint Resolution Plan did not provide P4 with any protection of her directorship and that the liability under the plan had already been discharged, primarily by R2. 5. Validity of Claims Regarding Conduct and Actions of P4: The respondents presented serious allegations against P4, including siphoning funds, misusing her position, and initiating criminal and civil proceedings against the company's employees. The Tribunal noted that there were counter-allegations from P4, but the submissions from the respondents appeared more probable and believable. The Tribunal emphasized that it could not determine the truth of these allegations based on the available materials and that the management of the company's affairs could not be interfered with unless a very extreme case of injustice or unfairness was proven. Conclusion: The Tribunal concluded that there was no merit in the petitioners' arguments for interim relief. It found that the EOGM was convened legally, and P4's removal was in accordance with the provisions of the Companies Act, 2013. Therefore, the application for interim relief was dismissed. The Tribunal directed the Registry to send email copies of the order to all parties and their counsel. Order: The application (IA No. /KB/2020 in CP No. 1836/KB/2019) was dismissed with no order as to costs. The order was signed on June 11, 2020.
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