2021 (12) TMI 88 - Tri - Companies Law

Seeking impleadment of petitioner as a proforma respondent as no direct allegation has been posed against the applicant in the instant company petition - HELD THAT - The Respondents here and the Petitioners have submitted that the Petitioner is not a Director and he is reportedly a shareholder. The contention of the Petitioner is wrong and he has ceased to be a Director from the year 2005 as per Form 32 filed with the RoC on his resignation as Director. Hence, the Respondents here have not made a Party in the said Company Petition and thereby this IA is not maintainable. It will not be appropriate to entertain the prayer of the Petitioner to implead him as a Proforma Respondent in the Company Petition, without ascertaining the veracity of the allegations and counter allegations, the status of the Petitioner and the reasons mentioned by the Petitioners in the Company Petition for not impleading the Petitioner here as Respondent or Proforma Respondent in the Company Petition. The prayer made in this IA to implead the Petitioner here as proforma Respondent in the Company Petition is hereby rejected.

Issues Involved:
1. Impleadment of the Applicant as a Proforma Respondent.
2. Setting aside interim relief granted.
3. Resumption of remuneration to the Applicant.
4. Validity of Form-32 regarding resignation as Director.

Issue-wise Detailed Analysis:

1. Impleadment of the Applicant as a Proforma Respondent:
The Applicant, Mr. Tushar Kanti Roy, sought to be impleaded as a proforma respondent in Company Petition No. 14/241/242/GB/2019, claiming no direct allegation against him and to defend his rights as a Director/Shareholder of the hotel. The Tribunal noted that the Applicant was appointed as a Director in 1980 and had been receiving irregular remuneration. He opposed the division of land on which the hotel stands, claiming a 1/6th share. The Applicant argued that his exclusion from the petition would cause irreparable loss and that the interim relief granted on 24.10.2019 should be reconsidered after his inclusion. The Respondents countered that the Applicant had ceased to be a Director in 2005, supported by Form-32, and that he was only a shareholder, thus not a necessary party. The Tribunal found the Applicant's claim of unawareness of his removal since 2005 unconvincing and rejected the prayer to implead him without ascertaining the veracity of the allegations. The Tribunal allowed the Applicant to file a petition under the appropriate section of the Companies Act, 2013, if eligible.

2. Setting aside interim relief granted:
The Applicant also prayed to set aside the interim relief granted on 24.10.2019, which directed the Respondents to maintain the status quo on the Board of Directors, shareholding pattern, and properties of the Respondent No. 1 Company. The Tribunal, however, focused on the issue of impleadment and did not provide a detailed analysis or decision on setting aside the interim relief in this judgment.

3. Resumption of remuneration to the Applicant:
The Applicant requested the Tribunal to direct Respondents No. 2 and 3 to resume the payment of ?25,000/- for his services as Director and to quash Form-32 filed regarding his resignation. The Tribunal noted that the Applicant had been receiving remuneration irregularly and had not received any for November and December 2019. However, the Tribunal's decision primarily addressed the impleadment issue and did not provide a specific ruling on the resumption of remuneration.

4. Validity of Form-32 regarding resignation as Director:
The Applicant contended that Form-32 filed by Mr. Pronoy Roy regarding his resignation as Director was not genuine, as it lacked a Board Resolution or Minutes of a Board Meeting. The Respondents argued that the Applicant ceased to be a Director in 2005, supported by Form-32. The Tribunal did not comment on the validity of Form-32 or the Applicant's status as Director or shareholder, focusing instead on the procedural aspect of impleadment.

Conclusion:
The Tribunal rejected the Applicant's prayer to be impleaded as a proforma respondent in Company Petition No. 14/241/242/GB/2019, allowing him to file a petition under the appropriate section of the Companies Act, 2013, if eligible. The issues of setting aside interim relief and resumption of remuneration were not specifically ruled upon in this judgment. The Tribunal emphasized the need to ascertain the veracity of allegations and the Applicant's status before making any decisions.

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