2017 (6) TMI 140 - HC - Companies Law

Financial mismanagement - TDTA Company attempting to alienate the properties of TDTA company illegally without adhering to the provision of the Company Act and also without following the procedure laid down in the Memorandum and Articles of Associations of TDTA company - Held that - A perusal of records shows that already the Deputy Registrar of Companies has initiated action against the TDTA and its Directors by filing cases before the Additional Chief Metropolitan Magistrate, Egmore, Chennai. The grievance of the petitioner has already been looked into and the authorities have initiated proceedings against the TDTA company and others. Apart from that this is not the forum to the petitioner for getting the relief sought for in this writ petitions. It is for the authorities to look into the complaint and to decide the matter in a manner known to law. As far as the appointment of Special Officer is concerned also the power is vested with the 1st respondent namely Registrar of Companies. The Writ Court is not the proper forum to agitate the issues involved in this writ petitions. The petitioner can work out his remedy before the competent court in a manner known to law. Writ petitions dismissed.

Issues Involved:
1. Illegal sale/transaction of TDTA Land and Building.
2. Misappropriation, mismanagement, and oppression in the 4th respondent company.
3. Appointment of Special Officer for TDTA Company administration.

Issue-wise Detailed Analysis:

1. Illegal Sale/Transaction of TDTA Land and Building:
The petitioner sought a Writ of Mandamus to direct the 1st respondent to take action against respondents 2, 3, 4, 5, and 6 for the illegal sale/transaction of TDTA Land and Building, alleging contravention of the TDTA Company Rules and Regulations. The petitioner claimed that the Tinnevelly CSI Diocese, a religious unregistered institution, should not interfere with the TDTA Company, which is registered under the Indian Companies Act, 1913. The petitioner emphasized that the committee of management alone holds the rights to manage the property of the association, as per Regulation 18(a) of the Articles of Association. The petitioner alleged mismanagement and incompetency within the TDTA management, leading to criminal cases for economic offenses filed by the Deputy Registrar of Companies.

2. Misappropriation, Mismanagement, and Oppression in the 4th Respondent Company:
The petitioner filed for a Writ of Mandamus to direct respondents 1 to 3 to take action against the 4th respondent under the Companies Act, 1956, to prevent misappropriation, mismanagement, and oppression by respondents 5 to 12. The petitioner also requested that respondents 5 to 12 be barred from continuing as Directors under Section 209-A (9) of the Companies Act, 1956. The petitioner highlighted that TDTA Company, which owns substantial immovable properties, was being mismanaged and its assets were being alienated in violation of the Memorandum and Articles of Association. Despite complaints, no action was taken by the 1st respondent.

3. Appointment of Special Officer for TDTA Company Administration:
The petitioner sought the appointment of a Special Officer with an Advisory Board for the effective administration of the TDTA Company, invoking Sections 397 and 398 of the Companies Act. The petitioner argued that the TDTA Company's properties were being illegally alienated and that a Special Officer was necessary to safeguard the company's assets. The petitioner cited the bifurcation of Tirunelveli District and the illegal conduct of separate elections for Tinnevelly Diocesan and Tuticorin Nazareth Diocesan as further evidence of mismanagement.

Judgment Analysis:
The court noted that the Deputy Registrar of Companies had already initiated action against the TDTA and its Directors by filing cases in E.O.C.C.No.157 to 179 of 2013 before the Additional Chief Metropolitan Magistrate, Egmore, Chennai. The court emphasized that the petitioner's grievances were already being addressed through these proceedings. Moreover, the court stated that it was not the proper forum for the petitioner to seek the reliefs requested in the writ petitions. The court held that the petitioner should pursue remedies before the competent authorities, such as the Registrar of Companies, who have the power to appoint a Special Officer and address the issues of mismanagement and illegal transactions.

Conclusion:
The court dismissed all the writ petitions, stating that the petitioner could seek remedies through appropriate legal channels and authorities. The court found no merit in the petitions and concluded that the issues raised were already under investigation by the relevant authorities. Consequently, the connected miscellaneous petitions were also closed.

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