2020 (8) TMI 550 - AT - Companies Law

Oppression and mismanagement - validity of board Meeting - right to transfer the rights - investment of surplus funds - HELD THAT - The Trust has no connection with 1st respondent. It is true that the 2nd Respondent has gifted the amount to appellant. From the statement we find that the appellant has utilised the amount for their personal expenses. We fail to understand when the account was opened with Indian Overseas Bank then why it was shifted to HDFC Bank and huge amounts withdraw. We find no illegally in freezing the account by 2nd respondent. It is true that merely adding an additional signatory to a bank account cannot be claimed to be an act of oppression especially when she continues to be one of the signatories. After we reserved the judgement, learned counsel for the appellant filed an IA No.605/2020 praying for an order of interim injunction restraining the Respondents from conducting the Board Meeting on 10.2.2020 and passing any resolution on the business mentioned in the notice dated 27.1.2020 pending disposal of the appeal. After hearing the parties, this Appellant Tribunal on 6.02.2020 ordered that the Meeting may not be convened till further orders. Appeal dismissed.

Issues Involved:
1. Validity of the Board Meeting held on 06.01.2015.
2. Legality of the appointment of the 4th respondent as a director.
3. Financial transactions and alleged mismanagement by the 2nd and 3rd respondents.
4. Transfer of shares and the rights of shareholders.
5. Allegations of oppression and mismanagement.
6. Purchase of property and the alleged unauthorized loan.
7. Trust and financial assistance issues.

Issue-wise Detailed Analysis:

1. Validity of the Board Meeting held on 06.01.2015:
The appellant sought to declare the Board Meeting held on 06.01.2015 as invalid, non est, and illegal, alleging that the minutes were fabricated. The respondent countered that the meeting was properly conducted and the appointment of the 4th respondent as a director was valid. The Tribunal found no evidence of illegality in the meeting's conduct and dismissed the appellant's claims, noting that the appellant did not attend the meeting and raised objections only after a significant delay.

2. Legality of the appointment of the 4th respondent as a director:
The appellant argued that the appointment of the 4th respondent was illegal as there was no agenda for the appointment in the notice or email, and the meeting's minutes were inconsistent. The respondent maintained that the appointment was made following necessary compliances and approved by the majority of directors. The Tribunal found no illegality in the appointment process and upheld the validity of the 4th respondent's appointment.

3. Financial transactions and alleged mismanagement by the 2nd and 3rd respondents:
The appellant alleged unauthorized payments and financial mismanagement by the 2nd and 3rd respondents. The Tribunal noted that the 2nd respondent was authorized to invest surplus funds and that the transactions in question were commercial decisions made in the company's interest. The Tribunal found no evidence of financial mismanagement or unauthorized transactions and dismissed the appellant's claims.

4. Transfer of shares and the rights of shareholders:
The appellant argued that the 2nd respondent's transfer of her shares to be jointly held with the 3rd respondent was suppressed and should be invalidated. The respondent countered that every shareholder has the right to transfer their shares. The Tribunal noted that the transfer was completed before the filing of the company petition and found no harm caused to the appellant, who remained a 17% shareholder. The Tribunal upheld the legality of the share transfer.

5. Allegations of oppression and mismanagement:
The appellant alleged oppression and mismanagement by the respondents, seeking various reliefs, including the appointment of an independent valuer and an injunction against altering the shareholding pattern. The Tribunal found no prima facie evidence of oppression or mismanagement, noting that the commercial decisions made by the respondents were in the company's interest and did not warrant judicial interference.

6. Purchase of property and the alleged unauthorized loan:
The appellant claimed that the purchase of property and the loan given to the 3rd respondent were unauthorized and for personal benefit. The respondent provided evidence of board resolutions authorizing the transactions and the repayment of the loan. The Tribunal concluded that the property purchase was a commercial decision and found no evidence of unauthorized transactions or personal benefit.

7. Trust and financial assistance issues:
The appellant alleged that the 2nd respondent's financial assistance for a Trust was mismanaged and funds were misappropriated. The respondent argued that the assistance was a personal gift and not connected to the company. The Tribunal found no connection between the Trust and the company and upheld the legality of the financial transactions, noting that the appellant's actions did not constitute oppression.

Conclusion:
The Tribunal dismissed the appeal, finding no merit in the appellant's claims. The Tribunal upheld the validity of the Board Meeting, the appointment of the 4th respondent, the financial transactions, and the share transfer. The Tribunal found no evidence of oppression or mismanagement and concluded that the commercial decisions made by the respondents were in the company's interest. The interim order was vacated, and no costs were awarded.

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