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2020 (4) TMI 156 - AT - Companies LawOppression and mismanagement - raising of additional shares of the company by denying right of the petitioners - challenge was made on the ground that the same was not informed to Maharani Gayatri Devi and not to the petitioners - HELD THAT - It is evident that Rajkumar Devraj and Rajkumari Lalitya had no interest in the estate and for the purposes of these proceedings the shares of Late Maharaj Jagat Singh in the Company before 14.11.2008 - after the said demise of Late Maharaj Jagat Singh in 1997 Maharani Gayatri Devi became the absolute legatee and legal heir of Late Maharaj Jagat Singh s estate in terms of the undisputed will dated 23.6.1996. The Succession Certificate dated 19.02.2009 issued by the District Judge, Jaipur jointly in the name of Maharani Gayatri Devi and Rajkumar Devraj and Rajkumari Lalitya based on compromise/settlement deed dated 14.11.2008 relating back to 05.02.1997 i.e. the date of death of Late Maharaj Jagat Singh cannot be relied upon - Rajkumar Devraj and Rajkumari Lalitya (1st and 2nd respondents) can not claim title on the basis of succession certificate dated 19.2.2009. The alleged acts of oppression complained of by 1st and 2nd respondents occurred around 2001. Maharani Gayatri Devi on the death of Maharaj Jagat Singh on 5th February, 1997 became his sole legatee by virtue of Will dated 23.6.1996. Therefore, Rajkumar Dev Raj and Rajkumari Lalitya (1st and 2nd respondents) cannot claim inheritance on original 5050 shares to be legal heirs of Late Maharaj Jagat Singh on his death i.e. 5.2.1997. Once the claim of Rajkumar Devraj and Rajkumari Lalitya (1st and 2nd Respondent), on the total original 5050 shares of Late Maharaj Jagat Singh is determined by Hon ble High Court and Hon ble Supreme Court on the basis of Will issued in favour of Maharani Gayatri Devi and giving legatee herself bequeathed her rights in favour of Rajkumar Dev Raj and Rajkumari Lalitya, they cannot claim their right on such shares by way of inheritance on the death of Maharaj Jagat Singh, which will amount to altering the finding of Hon ble Delhi High Court and Hon ble Supreme Court - The Tribunal failed to consider the abovesaid aspects and wrongly held that Rajkumar Devraj and Rajkumari Lalitya (1st and 2nd respondents) inherited the shares of Late Maharaj Jagat Singh on 5.2.1997 on the death of Maharaj Jagat Singh. The past and concluded actions of the appellant company completed in 2001, were not open to any challenge by the contesting respondents, Rajkumar Dev Raj and Rajkumari Lalitya (1st and 2nd Respondent) who became shareholders of the company much later only on 14.11.2008/19.2.2009 - Apart from the fact that the cause of action have taken place in 2001, in absence of any explanation, the application under Section 397 and 398 of the Companies Act, 1956 filed in the year 2006 is fit to be dismissed on the ground of delay and latches. Impugned judgement set aside - petition allowed.
Issues Involved:
1. Allegations of oppression and mismanagement. 2. Validity of share allotment and resolutions. 3. Succession rights and inheritance claims. 4. Timeliness and maintainability of the company petition. 5. Jurisdiction and findings of previous courts. Detailed Analysis: 1. Allegations of Oppression and Mismanagement: The appellants, Rajkumar Devraj and Rajkumari Lalitya, alleged oppression and mismanagement by M/s Jai Mahal Hotels (Pvt) Ltd and others. They claimed that additional shares were raised without informing them or Maharani Gayatri Devi, thus denying their rights. The National Company Law Tribunal (NCLT) allowed their petition and passed several orders, including setting aside resolutions related to the appointment of directors and the increase in authorized capital. 2. Validity of Share Allotment and Resolutions: The NCLT set aside resolutions passed in board meetings and general meetings regarding the appointment of directors and the increase in authorized capital. It restored the position to the state before the death of Late Maharaj Jagat Singh (MJS). The NCLT also ordered the rectification of the company’s register of members and appointed an independent auditor to conduct a special audit. 3. Succession Rights and Inheritance Claims: The appellants argued that they were the rightful heirs to the 5050 shares of Late Maharaj Jagat Singh. However, the respondents contended that Maharani Gayatri Devi, as the sole legatee of MJS’s Will, had approved all actions of the company, including the share allotment. The Hon’ble Supreme Court upheld the validity of the Will and the succession certificate, confirming that Maharani Gayatri Devi was the sole beneficiary until 2009. The court found that the appellants could not claim inheritance rights before 14.11.2008. 4. Timeliness and Maintainability of the Company Petition: The appellants filed the company petition in 2006, challenging actions that took place in 2001. The respondents argued that the petition was barred by limitation and latches. The court held that the appellants became shareholders only in 2008/2009 and that the petition was filed too late without adequate explanation for the delay. 5. Jurisdiction and Findings of Previous Courts: The Hon’ble Delhi High Court and the Supreme Court had previously determined the succession rights and the validity of the share allotment. The Supreme Court confirmed that the DR Group (Devraj and Lalitya) derived rights from Maharani Gayatri Devi, who had inherited from MJS. The court found that the NCLT’s findings were contrary to these binding determinations and that the appellants could not challenge the concluded actions of 2001. Conclusion: The appellate tribunal set aside the NCLT’s judgment dated 1st August 2018 in Company Petition No.30/2006, allowing the appeals related to Jai Mahal Hotels Pvt Ltd. The tribunal held that the appellants could not challenge the past actions of the company and that the petition was barred by limitation. The judgment also applied to the claims in Company Petition No.59(ND)/2008 related to Rambagh Palace Hotel (P) Ltd, disposing of the appeal with similar observations and directions.
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