2017 (12) TMI 1140 - AT - Companies Law

False information through a fictitious AOC-4 and MGT-7 - Held that - The Tribunal on hearing the parties, noticed that the Appellant/1st Petitioner Company is holding 50% of the shares in the 1st Respondent Company and shares were duly transferred. It further noticed the stand taken by the respondents that in terms and conditions of the Memorandum of Understanding between some of the appellants (Petitioners Nos. 2 and 3), the appellants (Petitioners Nos. 2 and 3) ceased to be the Directors. For the said reason, their appointment were not confirmed in the EOGM. Taking into consideration the aforesaid fact, the Tribunal refused to grant any interim relief in favour of the appellants/petitioners. Having heard the learned counsel for the appellants/petitioners, while we are not inclined to express any opinion with regard to the claim of the parties, including the appellants herein or the respondents, we are of the view that the original Company Petition should be decided expeditiously in the light of Section 422 of the Companies Act, 2013. In such case, the Tribunal will decide the case on merit after hearing the parties uninfluenced by the impugned order dated 14th September, 2017.

Summary

Issues:
Interim relief sought against false information filing by respondents without approval. Refusal of interim relief by Tribunal. Company petition to be decided expeditiously under Section 422 of Companies Act, 2013.

Analysis:
The appeal before the National Company Law Appellate Tribunal, New Delhi, concerned the rejection of an interim relief sought by the appellants against the respondents for filing false information with the Registrar of Companies without proper approvals. The appellants alleged that the respondents submitted fictitious AOC-4 and MGT-7 for financial years 2014-15 and 2015-16, violating legal provisions. They requested the Tribunal to restrain the respondents from taking coercive actions, not to file any returns without approval, and to conduct board meetings afresh. The Tribunal noted that the appellants held 50% shares in the respondent company, but some appellants ceased to be directors per the Memorandum of Understanding, leading to the denial of interim relief.

The Tribunal, while refraining from expressing opinions on the claims of either party, emphasized the expeditious resolution of the original Company Petition under Section 422 of the Companies Act, 2013. It directed the Tribunal to decide the main Company Petition No. 44 of 2017 promptly, within two months, without unnecessary adjournments. The appeal was disposed of with these instructions, and no costs were awarded based on the case's circumstances. The judgment highlights the importance of timely adjudication of company petitions to ensure justice and compliance with legal provisions without undue delays or adjournments.