2020 (11) TMI 159 - Tri - Companies Law

Oppression and mismanagement - Section 241-242/244 of the Companies Act, 2013 - alleged unilateral and illegal acts committed by Respondent No. 2 and his branch of the family in relation to the affairs of the company in the manner prejudicial and oppressive to the petitioners and against the interest of the company - HELD THAT - This Tribunal is of the view that prayer made by the respondent cannot be allowed for joint operation of the bank accounts as it will result in inducting the said respondents back as directors of the Company which cannot be done at this interim stage. This Tribunal hereby allows the prayer made by the petitioner by permitting the banking operations of respondent No. 1 i.e. Madhusudan Motors Pvt. Ltd. to be restored with the conditions that the company will be permitted to operate the bank accounts to ensure day to day bussiness of the company. Only routine expenditure is being permitted to be made from the bank accounts till the final disposal of the company petition by this tribunal or till the further order and it is also directed to respondent No. 1 as well as he petitioner to file the quarterly statements of the expenditure and bank accounts every three months before this Tribunal. This tribunal grants interim relief directing the banks to defreeze the bank accounts of Respondent No. 1 Company - Application allowed.

Summary

Issues:
Petition filed under Sec 241-242/244 of the Companies Act, 2013 for oppression and mismanagement against unilateral and illegal acts. Allegations of financial control usurpation, property transaction oppression, misappropriation of funds, foreclosure attempts, and interference with key personnel. Dispute over housing Loan Facility, possession refusal, and recognition denial causing financial loss. EGM conduct, removal of respondent, appointment of new directors, and bank account freeze. Urgency due to potential business termination and NPA declaration. Respondent's argument of illegal ousting and petition dismissal. Impact on business operations, closure threat, and investment loss. Bank account seizure effect on business and reputation. Request for restoration of accounts for business continuity.

Analysis:
The judgment pertains to a petition filed under Sec 241-242/244 of the Companies Act, 2013, alleging oppression and mismanagement against the respondent's unilateral and illegal acts. The petitioner accuses respondent No. 2 of seizing financial control, committing property transaction fraud, misappropriating funds, attempting foreclosure, and interfering with key managerial personnel, causing financial instability and credit facility alteration. The dispute involves the purchase of flats, housing Loan Facility denial, possession refusal, and recognition denial, leading to potential business loss and bank account freeze.

During the Extraordinary General Meeting (EGM), respondent No. 2 was removed, and new directors were appointed, followed by a board resolution to restore bank account operations frozen by respondent No. 2. The urgency of the matter is highlighted by the threat of business termination and Non-Performing Asset (NPA) declaration, emphasizing the need for immediate action to prevent economic loss and business closure. The respondent argues against the maintainability of the petition, claiming illegal ousting by the petitioner, seeking dismissal of the case.

The petitioner stresses the adverse impact on business operations, reputation, and financial loss due to the respondent's actions, requesting the restoration of bank accounts for business continuity. The respondent's counsel presents a short reply, highlighting the deposition and withdrawal of funds by respondent No. 2, indicating potential misappropriation leading to business closure. The Tribunal, after considering the submissions, grants interim relief by allowing the restoration of bank account operations for routine business expenditure, with quarterly reporting requirements to ensure transparency and prevent further financial harm.

The Tribunal's decision aims to safeguard the company's existence, prevent closure due to internal disputes, and balance the interests of both parties. By defreezing the bank accounts, the Tribunal addresses the immediate threat to business continuity and economic stability, emphasizing the importance of maintaining operations to prevent irreparable harm and economic loss.