2021 (8) TMI 691 - Tri - Companies Law

Oppression and mismanagement - seeking permission to inspect the books of accounts of the Respondent No. 1 Company from 04.06.2015 till date - seeking permission to access all documents, being financial documents, documents in relation to the running of the Respondent No. 1 Company along with the Registers maintained in the usual course of business activities - direction to Respondent to ensure that the Petitioner is called for all meetings conducted by the Respondent No. 1 - seeking restraint from causing any impediment in the functioning of the Petitioner as a Director - HELD THAT - The petitioner claiming to be a nominee Director of M/s. Buddy (Mumbai) Duty Free Services Pvt. Ltd. filed the instant CP and the CA therein. In RT CP No. 186/Chd/Hry/2017 (CP No. 150/ND/2016) by way of a separate order passed today, while holding that M/s. Buddy (Mumbai) Duty Free Services Pvt. Ltd. was not a shareholder of the respondent No. 1 company, we dismissed the CP filed by it under Section 241 and 242 of the Companies Act, 2013. The petitioner in the absence of any specific allegations of oppression and mismanagement in the instant CP or in the CA, failed to show any other valid reason in support of the instant CP and CA. Petition dismissed.

Summary

Issues:
1. Relief sought under Section 241 and 242 of the Companies Act, 2013.
2. Amendment of the petition to align with statutory requirements.
3. Examination of the petition and amendment with reference to Section 128(3) of the Companies Act, 2013.
4. Compliance with provisions related to maintenance and inspection of books of account.
5. Dismissal of the petition due to lack of merit and failure to establish valid reasons.

Issue 1: Relief sought under Section 241 and 242 of the Companies Act, 2013
The petitioner filed a petition seeking various reliefs under Sections 241 and 242 of the Companies Act, 2013 against the respondents. The reliefs included directions to inspect books of accounts, access financial documents, attend meetings, and prevent impediments in the petitioner's role as a Director. However, the petition lacked specific allegations of oppression and mismanagement, which weakened the petitioner's case.

Issue 2: Amendment of the petition to align with statutory requirements
After realizing that the relief sought in the original petition was confined to Section 128(3) of the Companies Act, 2013, the petitioner expressed intent to amend the petition to align with the requirements of Sections 241 and 242. Despite this intention, the subsequent application for amendment contained the same reliefs as the original petition, leading to a lack of alignment with the statutory provisions.

Issue 3: Examination of the petition and amendment with reference to Section 128(3) of the Companies Act, 2013
The Tribunal examined the petition and the subsequent application for amendment in light of Section 128(3) of the Companies Act, 2013, which pertains to the maintenance and inspection of books of account. The section outlines the obligations of companies regarding the keeping and accessibility of financial records, emphasizing transparency and compliance with accounting standards.

Issue 4: Compliance with provisions related to maintenance and inspection of books of account
The judgment delved into the requirements of Section 128 of the Companies Act, 2013, which mandates companies to maintain books of account and other relevant documents for inspection. It highlights the obligations of companies to facilitate access to financial information by directors and outlines the consequences of non-compliance, including penalties for responsible individuals.

Issue 5: Dismissal of the petition due to lack of merit and failure to establish valid reasons
Ultimately, the Tribunal dismissed the petition and the subsequent application for amendment due to the absence of compelling reasons or evidence supporting the petitioner's claims. The lack of specific allegations of oppression and mismanagement, coupled with the failure to demonstrate valid grounds for the relief sought, led to the dismissal of the case for lacking merit.

This detailed analysis of the judgment provides insights into the legal intricacies surrounding the issues raised in the case, emphasizing the importance of statutory compliance and the necessity of substantiating claims with relevant evidence and legal arguments.