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2021 (6) TMI 529 - Tri - Companies LawOppression and mismanagement - stripping of assets of the company - members entitled to vote in GM - HELD THAT - We are not convinced that there was any tearing urgency to getting authorisation to deal with the movable and immovable assets of the Respondent No. 1 company. Selling all the assets during the pendency of the petition will only ensure that the company exists only in name as a shell, hollow on the inside. The main CP as well as the civil suit bearing CS No. 146/2012 before the Hon'ble Calcutta High Court will both be rendered nugatory. Therefore, we are convinced that ad interim ex parte reliefs are required to be granted. Following reliefs were granted (a). Grant of stay on all resolutions, if any, passed in the Extraordinary General Meeting, if at all held on 30.03.2021; and (b). Order of injunction restraining the respondents Sarda group from exercising any right in dealing with the assets of the respondent no. 1 company. List the CA for along with the main CP on 03.08.2021 for further consideration.
Issues Involved:
1. Allegations of oppression and mismanagement. 2. Legality of the Extraordinary General Meeting (EGM) notice dated 03.03.2021. 3. Conduct and validity of the EGM held on 30.03.2021. 4. Interim reliefs sought by the applicants. Detailed Analysis: 1. Allegations of Oppression and Mismanagement: The applicants, holding 29.87% of the paid-up share capital, alleged various acts of oppression and mismanagement by the respondents, including the issuance of shares to dilute their shareholding and unauthorized dealings with the company's assets. They claimed that the respondents had systematically stripped the company of its assets, rendering their rights and claims in the company effectively null. 2. Legality of the EGM Notice Dated 03.03.2021: The applicants challenged the legality of the EGM notice issued on 03.03.2021, arguing that it did not comply with Section 102 of the Companies Act, 2013, which mandates a clear twenty-one days' notice. The notice was posted on 14.03.2021 for a meeting on 30.03.2021, violating Section 101(1) of the Companies Act, 2013, and Secretarial Standard-2 (SS-2), which require a clear twenty-one days' notice excluding the day of sending the notice and the day of the meeting. 3. Conduct and Validity of the EGM Held on 30.03.2021: The applicants reported several irregularities during the EGM on 30.03.2021: - Their representatives were denied entry to the factory premises by personnel of Ashian Oils Private Limited, who claimed occupation of the area. - The EGM was held in a godown instead of the registered office. - Unit-1 of the factory was razed, and Unit-2 was occupied by Ashian Oils Private Limited, with the godown rented to PepsiCo. - The applicants' votes for 1,49,500 shares were rejected on dubious grounds by a scrutinizer who was the respondents' advocate. - The applicants were not informed about the rejection of their votes during the meeting. The applicants argued that the explanatory statement attached to the EGM notice did not justify the urgency of dealing with the company's assets, especially given the pending CP No. 61/KB/2021 and a civil suit before the Calcutta High Court. 4. Interim Reliefs Sought by the Applicants: The applicants sought several interim reliefs, including: - Setting aside the EGM notice dated 03.03.2021. - Injunction against holding the EGM on 30.03.2021. - Stay on all resolutions passed in the EGM. - Injunction restraining the respondents from dealing with the company's assets. - Appointment of a receiver or special officer to take over the company's affairs, investigate, and report to the Tribunal. Orders: - The Tribunal noted the violation of the twenty-one days' notice requirement and the lack of urgency in dealing with the company's assets. - Interim reliefs were granted to stay all resolutions passed in the EGM held on 30.03.2021 and to restrain the respondents from dealing with the company's assets. - The request for appointment of a receiver or special officer was deferred pending a hearing from the other side. - It was ordered that no board or general meeting of the company shall be conducted without due notice to the petitioner group. - Respondents were given four weeks to file their replies, with four weeks thereafter for the applicants to file a rejoinder. - The matter was listed for further consideration on 03.08.2021. This comprehensive analysis covers the relevant issues, legal terminology, and significant phrases from the original judgment, ensuring a thorough understanding of the case and the Tribunal's orders.
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