2022 (6) TMI 992 - Tri - Companies Law

Fraudulent reduction in the shareholding - reduction of shares by way of illegal right issues/private placements - forged signatures - sections 241/242 of Companies Act, 2013 - HELD THAT - From the perusal of the reply, it is noted that the claim of the petitioner as regard to equal partnership was wrong as this was never an understanding. It is further claimed that the right issues/private placements were made to clear the electricity dues. It is also claimed that the Directors were removed by following the due process of law. It is also claimed that the company petition is in the nature of directorial complaint and it does not disclose any mismanagement or act of oppression continuing from the date of filing of the company petition. It is also noted that certain properties of one company, namely, Somil Ispat Private Limited had been purchased for which a bid had earlier been made by one of the petitioners, whose bid was cancelled for non-payment of bid amount within stipulated time. Thus, this fact lends some credence to the claim of the petitioner that quasi-partnership was formed and whereby the respondent no. 1 company had taken over the assets of such company - It is also noted that even as per the respondents, a loan was taken by the respondent company to acquire assets of such company. A claim has been made that the right issue was made to clear the dues of electricity department. No reasonable justification as to why these funds were raised by way of right issue or private placement of equity shares and could not be raised in the form of loans has been given. There exist circumstances where irreparable loss may be caused to the petitioners and also it may be prejudicial to the interest of the respondent no. 1 company, if certain interim reliefs are not given - the petitioner no. 1 be restored instead of appointment of Special Officer or Director of the respondent no. 1 company from the date of his removal from such post. The main petition be listed on 31.08.2022 for final disposal.

Summary

Issues:
1. Shareholding dispute and quasi partnership claim under sections 241/242 of Companies Act, 2013.
2. Allegations of illegal right issues/private placements, mismanagement, and oppression.
3. Dispute over directorship removal and control of company assets.
4. Allegations of forged signatures and non-compliance with Companies Act, 2013.
5. Request for interim reliefs and appointment of Special Officer or Director.
6. Respondents' defense against partnership claim and justification for actions taken.
7. Consideration of interim reliefs and potential irreparable loss to petitioners.

Analysis:
1. The petitioners claimed a quasi partnership with equal shareholding in the respondent company, alleging a reduction in their shareholding to 0.2% through illegal right issues and private placements. They sought interim reliefs to prevent asset disposal and appoint a Special Officer. The respondents disputed the partnership claim, stating the actions were to clear dues and followed due process in removing directors.

2. The respondents defended their actions, including the removal of directors and raising funds through right issues to clear dues. The Tribunal noted the purchase of assets from another company, Somil Ispat Private Limited, supporting the petitioners' quasi-partnership claim. Lack of justification for fund-raising methods and removal of petitioner no. 1 as Director raised concerns.

3. Considering potential irreparable loss, the Tribunal granted interim reliefs, restoring petitioner no. 1 as Director, joint operation of bank accounts, and prohibiting asset disposal without Tribunal approval. The Registrar of Companies was directed to mark the company as "under management dispute." The main petition was scheduled for final disposal on 31.08.2022, with certified copies to be issued to concerned parties upon request.