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2021 (11) TMI 905 - AT - Insolvency and BankruptcySeeking extension of the term of Joint Managing Director and Managing Director of R-1 Company for a period of three years - HELD THAT - The observations made by NCLT in para 10 (ii) that the performance of the Gujarat Division cannot be solely attributable to the Gujarat Group, as it was not receiving the required funds and had to go for high cost external borrowings read with the observations that the Board did not give adequate attention to the revival of the Gujarat Division and that nothing prevented the Board to formulate the revival plan to put things in Order , may prejudice the rights of the Appellants in the main Company Petition. The NCLT has observed that the Board is empowered to take all decisions, the factual matrix of the matter together with the chequered history and also that significant time has lapsed as the main Company Petition No. 428 of 2018 was filed way back on 19.03.2018 alleging Oppression and Mismanagement of the affairs of R-1 Company and further that the main Company Petition is listed for hearing before NCLT in less than 4 weeks time from today, we are of the considered view that in the interest of justice, NCLT shall dispose of the matter as expeditiously as practicable beginning the hearing on 28.10.2021 uninfluenced by the observations made in para 10 (ii) and (iii) of the Impugned Order dated 11.06.2021. Appeal disposed off.
Issues Involved:
1. Supersession of the Board of Directors and appointment of an administrator for Respondent No. 1. 2. Financial support and management of the Gujarat Division. 3. Restraint on Respondent Nos. 2 to 17 from dealing with the assets and properties of Respondent No. 1. 4. Interim reliefs sought by the Applicants. 5. Allegations of oppression and mismanagement. 6. Determination of whether the company is a quasi-partnership. 7. Competence of the Board to take decisions for the revival of the Gujarat Division. Issue-wise Detailed Analysis: 1. Supersession of the Board of Directors and appointment of an administrator for Respondent No. 1: The Petitioners sought the supersession of the Board of Directors of Respondent No. 1 and the appointment of an administrator to take charge of its records, assets, properties, accounts, and all movables, immovables, tangible, and intangible properties. They also sought directions for the governance and administration of Respondent No. 1, including its Maharashtra, Andhra, and Gujarat Divisions. 2. Financial support and management of the Gujarat Division: The Tribunal observed that the Gujarat Division was not performing well due to a lack of required funds, leading to high-cost external borrowings and business losses. The Board did not give adequate attention to the revival of the Gujarat Division, and the management of the Gujarat Division was not getting the required funds. The Board was criticized for treating the divisions as companies within a company and not initiating proper remedial measures. 3. Restraint on Respondent Nos. 2 to 17 from dealing with the assets and properties of Respondent No. 1: The Petitioners sought to restrain Respondent Nos. 2 to 17 from dealing with, alienating, encumbering, or parting with possession of Respondent No. 1's assets and properties, other than in the ordinary course of business and for the purpose of funding the immediate fund requirement of the Gujarat Division. They also sought to prevent any actions that would prejudice the Gujarat Division's business and operations. 4. Interim reliefs sought by the Applicants: The Tribunal noted that the reliefs sought by the Applicants in CA No. 1008 of 2020 were based on allegations of oppression and mismanagement and could not be granted at the interim stage. The Tribunal emphasized that reliefs which can be granted in the main Petition/Suit cannot be granted at the interim stage. 5. Allegations of oppression and mismanagement: The Tribunal observed that the main Company Petition alleging oppression and mismanagement needed to be thoroughly examined, taking into consideration the rival pleadings of the parties. The Tribunal noted that the Board was in full and effective control of all the divisions, but the Gujarat Division was not receiving the required funds, leading to high-cost external borrowings and business losses. 6. Determination of whether the company is a quasi-partnership: The Tribunal stated that whether the company is a quasi-partnership or not cannot be decided at the interim stage. This issue would be decided only after the final hearing of the Company Petition. 7. Competence of the Board to take decisions for the revival of the Gujarat Division: The Tribunal clarified that the Board is empowered to take all decisions for setting things right in the Gujarat Division without disturbing the present management pattern, directorship, and shareholding of Respondent No. 1. The Tribunal dismissed CA No. 1064 of 2020, stating that the Board is competent to take all tactical business decisions for the revival of the Gujarat Division. Conclusion: The Tribunal dismissed both Applications (CA Nos. 1008 of 2020 and 1064 of 2020) on contest, stating that the Board is competent to take all necessary decisions for the revival of the Gujarat Division without disturbing the present management pattern and shareholding. The Tribunal emphasized that the main Company Petition should be heard expeditiously and uninfluenced by the observations made in the interim order. The Appeals were disposed of with directions for the NCLT to dispose of the matter as expeditiously as practicable.
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