2020 (8) TMI 611 - AT - Companies Law

Oppression and Mismanagement - bogus transactions - siphoning of funds - HELD THAT - The records of Appellant attending the meeting and the signatures put on the entry register shows that Appellant No. 1 was present at the registered office of respondent No. 1 Company, where the meeting was conducted. In that meeting the resolution was passed by the majority directors to regulate the procedure pertaining the signatories to the bank accounts of Respondent No. 1 Company, which is in no way oppressive as the decision relating to the Operation of bank account is within the domain of the Board of Directors - after the authority to sign the cheques has been revised we do not have any fact whether after the revision of the authority the appellant has been totally excluded or not from the operation of the account. In case a person is excluded positively not to have signed even a single cheque after the revision this could be colourable exercise. No evidence has been brought forth to make the change in authorisation to operate the bank account as a colourable exercise. Therefore, this contention has no weight. The other allegation regarding the construction of buildings and superstructures using the funds of the company, without any approval of the Board and the competent authority was also rightly been dealt by the NCLT as Appellant had not placed any evidence on record to prove the construction. This is an isolated incident and in order to invoke provisions of Oppression and Mismanagement the acts of oppression must be harsh and wrongful. An isolated incident may not be enough for grant of relief and continuous course of oppressive conduct on the part of the majority shareholders is, thus, necessary to be proved. The NCLT, Chennai has rightly held that the allegations made by the Appellants are baseless - impugned order upheld.

Issues Involved:
1. Allegations of bogus transactions and siphoning of funds.
2. Alleged improper alteration of bank account signatory mandate.
3. Alleged invalidity of Board Meetings and AGMs.
4. Alleged exclusion and oppression of the appellant.
5. Alleged unauthorized construction and misuse of company funds.
6. Alleged wrongful write-off of bad debts.

Detailed Analysis:

1. Allegations of Bogus Transactions and Siphoning of Funds:
The appellants claimed that the respondents engaged in making bogus vouchers and siphoning funds by booking fake purchases of cotton, showing inflated transport charges, and falsely documenting purchases from Gujarat instead of Andhra Pradesh. The respondents countered that the appellant had previously approved these transactions and only raised these issues in 2017, suggesting the appellant was estopped from challenging the transactions.

2. Alleged Improper Alteration of Bank Account Signatory Mandate:
The appellant argued that the mandate for operating the company’s bank accounts was altered without valid reasons or proper notice, and that he was excluded from signing cheques, which he had been doing since 2010. The respondents contended there was no contractual agreement mandating the appellant as a compulsory signatory and that the revised mandate allowing any two directors to operate the account was a democratic decision. The tribunal found no evidence of misuse of this power or exclusion of the appellant post-revision.

3. Alleged Invalidity of Board Meetings and AGMs:
The appellant claimed no notice was received for Board Meetings and AGMs, and that the meetings were fabricated. The respondents provided evidence, including CCTV footage and signed registers, to prove the appellant's attendance. The tribunal noted that the appellant’s objections were not substantiated with evidence, and the decision to operate the bank account was within the Board’s domain.

4. Alleged Exclusion and Oppression of the Appellant:
The appellant alleged that he was sidelined and oppressed, despite providing significant collateral for the company’s credit facilities. The respondents argued that the appellant’s grievance was due to the loss of his veto power and that the company’s operations had improved. The tribunal found no continuous oppressive conduct or evidence of exclusion from the company’s management.

5. Alleged Unauthorized Construction and Misuse of Company Funds:
The appellant contended there was unauthorized construction on company premises without Board approval. The respondents denied any encroachment and stated that the construction was necessary for safety reasons. The tribunal found no evidence of unauthorized construction or misuse of funds and deemed the incident isolated, insufficient to invoke provisions of oppression and mismanagement.

6. Alleged Wrongful Write-off of Bad Debts:
The appellant questioned the write-off of ?48,41,801 as bad debts in the financial year 2017-18, which was nil in the previous year. The tribunal observed that writing off bad debts was a commercial decision by the Board and did not warrant judicial interference.

Conclusion:
The tribunal concluded that the allegations made by the appellants were baseless and upheld the NCLT, Chennai’s order dismissing the company petition. The tribunal found no merit to interfere with the impugned order dated 11th July 2019, and no costs were awarded.

← Previous Next →