2022 (3) TMI 1000 - Tri - Companies Law

Oppression and mismanagement - Diversion of business purchase orders to the 2nd respondent and their personal enterprise - grant of injunction restraining the Respondent Nos.3 and 4 from making transfer of funds and confirmed orders of the respondent - seeking restoration of rightful position and the authority of the Petitioner to direct and control the operations of the Respondent No.1 Company - investigation and assessment of sums of money of Respondent No.1 Company misappropriated by the 3rd and 4th respondent - direction to 1st Respondent Company to pay the salary of the Petitioners promptly each month. Whether the acts of Respondents as alleged by the Petitioner would indeed constitute an act of oppression, mismanagement or misappropriation in the company which will affect the public interests at large, warranting intervention of this Tribunal? - HELD THAT - In the present case, the petitioner has not proved the act of oppression and mismanagement, as no documents have been attached with the petition to show that Respondents 3 and 4 are routing the funds of the 1st Respondent Company to Respondent No.2 Company. The copies attached with the counter shall be presumed as true, that all the 3 signatories of the Memorandum of Association are the authorized signatories in the Axis Bank Limited, Mulanthuruthy Branch. But in such a case, the petitioner has not prayed for any forensic investigation of his signature. In the absence of any prayers being sought by the petitioner, no such relief can be granted by this Tribunal. No documents were produced to show that the Company has not conducted its statutory meetings from time to time. Neither Financial Statements nor Annual Returns were produced to substantiate any mismanagement by these Respondents. It is also noted that Respondent No. 1 Company did not conduct any meetings since its incorporation. A perusal of Section 241(1) of the Act would show that a petition field may be based on a complaint that the affairs of the Company are being conducted in a manner prejudicial to public interest or in a manner oppressive to any member of members including any one or more of themselves. Thus it will be clear that the foundation of a petition under Section 241 (1) will be the allegation or complaint that the affairs of the Company were being conducted in a manner prejudicial to public interest which will necessarily and naturally involve giving particulars as to how it was prejudicial to public interest. Similarly, an averment or allegation as to the affairs of the Company being conducted in a manner oppressive to any member must necessarily involve giving particulars as to what constituted oppressive manner - Mere allegation as to the affairs of this Company being conducted in a manner oppressive to any member must necessarily involve giving particulars as to what constituted oppressive and prejudicial; to the interest of the Company. Normally, the petitions are filed invoking provisions of Section 241/242 of the Act and in such petitions the Court may see the distinction between the two provisions and examine the position, i.e., to see as to whether a particular allegation is an oppression or of the mismanagement under Section 241. In the instant case, the Respondents have stated that they have no intention to push the petitioner out of the company or dissolve the company. Moreover, since the petitioner has failed to prove the continuing oppressive acts conclusively producing the relevant required documents, this Tribunal cannot rely upon a single act of the Respondents as oppressive. In view of the above, this Tribunal do not find any reason to entertain this Company Petition. Petition dismissed.

Issues Involved:
1. Allegations of mismanagement and oppression by Respondents.
2. Alleged diversion of business and funds.
3. Petitioner's exclusion from the company's affairs.
4. Validity of statutory meetings and financial transparency.
5. Reliefs sought by the Petitioner.

Detailed Analysis:

1. Allegations of Mismanagement and Oppression:
The petitioner filed the case under Section 241(2) of the Companies Act, 2013, alleging that Respondents 3 and 4 were not disclosing the true affairs of the company and were conducting business through a separate entity, sidelining the petitioner. The tribunal noted that the petitioner failed to provide documentary evidence to substantiate these claims. The tribunal emphasized that for a petition under Section 241(1) to be valid, it must include specific details on how the company's affairs are being conducted in a manner prejudicial to public interest or oppressive to any member.

2. Alleged Diversion of Business and Funds:
The petitioner claimed that Respondents 3 and 4 diverted business and funds of the 1st respondent company to the 2nd respondent company and a private enterprise involving the 3rd respondent's wife. However, Respondent No. 2 countered that it operates in a different business domain (waste management) and is unrelated to the 1st respondent's business. The tribunal found no conclusive evidence supporting the petitioner's allegations of fund diversion or business routing.

3. Petitioner's Exclusion from the Company's Affairs:
The petitioner alleged that he was kept out of the company's affairs, including being excluded from bank transactions and decisions such as opening a new office and hiring an employee. The respondents argued that all decisions were made with the petitioner's knowledge and that he was a mandatory signatory for bank transactions. The tribunal noted the lack of evidence proving the petitioner's exclusion from these activities.

4. Validity of Statutory Meetings and Financial Transparency:
The petitioner did not provide evidence of the company failing to conduct statutory meetings or mismanaging financial statements. The tribunal observed that no documents were submitted to show non-compliance with statutory requirements, and no forensic investigation was requested by the petitioner regarding his signature on bank transactions.

5. Reliefs Sought by the Petitioner:
The petitioner sought multiple injunctions to restrain the respondents from diverting business, transferring funds, and transacting with clients. He also requested restoration of his authority in the company and investigation into alleged misappropriations. The tribunal concluded that the petitioner did not prove the acts of oppression and mismanagement to warrant such reliefs. The tribunal emphasized that mere allegations without substantive evidence do not justify intervention under Section 241.

Conclusion:
The tribunal dismissed the Company Petition No. 23/KOB/2020 due to the petitioner's failure to substantiate claims of oppression and mismanagement with relevant documents. The tribunal directed the company's directors/shareholders to conduct statutory meetings and comply with the Registrar of Companies' requirements. The petition was dismissed without costs.

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