2021 (5) TMI 818 - Tri - Companies Law

Rectification of mistake - seeking amendment of the Company Petition by incorporating certain paras - HELD THAT - This Tribunal is of the opinion that in the interests of justice, the applicants may be permitted to amend the Company Petition incorporating the paragraphs and reliefs sought therein. Respondents can very well counter those averments and the reliefs, raising limitation, if any, by filing detailed counter affidavit, so that this Tribunal can consider those arguments also while finally disposing of the Company Petitions. The applicants are directed to file the amended Company Petition in both cases serving copy to all the respondents, within two weeks from today - Application allowed.

Summary

Issues:
1. Amendment of Company Petition sought by the petitioners.
2. Opposition by respondents to the proposed amendments.
3. Consideration of new facts and cause of action.
4. Legal validity of actions taken by the respondents.
5. Decision on allowing the amendments and further proceedings.

Issue 1: Amendment of Company Petition sought by the petitioners:
The petitioners in two Company Applications sought to amend their Company Petitions by incorporating additional paragraphs and reliefs. The amendments included declarations regarding disqualification of certain respondents for elections, issuing notices for general meetings, and challenging the validity of certain amendments to the Articles of Association. These amendments were deemed essential for the adjudication of the Company Petition.

Issue 2: Opposition by respondents to the proposed amendments:
The respondents, in their counter affidavit, opposed the proposed amendments by arguing that the application was based on a new cause of action that was time-barred. They contended that the petitioners were aware of the facts at the time of filing the original Company Petition and deliberately omitted them. The respondents also highlighted the historical context of exemptions granted to the company and the legality of their actions under the Companies Act.

Issue 3: Consideration of new facts and cause of action:
The Tribunal considered the arguments from both sides and concluded that in the interest of justice, the petitioners should be allowed to amend the Company Petition to include the additional paragraphs and reliefs. The respondents were given the opportunity to counter these amendments, particularly on grounds of limitation, by filing detailed counter affidavits.

Issue 4: Legal validity of actions taken by the respondents:
The respondents further supported their position by referencing past legal proceedings where the company's structure and voting rights were upheld. They emphasized that the company had followed proper procedures in amending its Articles of Association and conducting elections, asserting the legality and validity of their actions under the Companies Act.

Issue 5: Decision on allowing the amendments and further proceedings:
Ultimately, the Tribunal allowed the amendments in both Company Applications, directing the petitioners to file the amended Company Petitions within two weeks and the respondents to file their counter affidavits within four weeks from the receipt of the amendments. This decision aimed to ensure a fair consideration of all arguments before the final disposal of the Company Petitions.

This detailed analysis of the judgment from the National Company Law Tribunal, Kochi Bench, highlights the key issues, arguments presented by both parties, the Tribunal's decision on allowing the amendments, and the procedural steps to be followed for further proceedings.