2022 (6) TMI 1049 - Tri - Companies Law

Seeking directions to the Respondent No. 2 for handing over the minutes books, statutory registers, and car - illegally retention by Respondent No. 2 or not - HELD THAT - No consent from any of the shareholders has been submitted by the Petitioner to take cognizance as to the eligibility for the Petitioner to file a petition under Sections 241(1). Sine no consent has been produced by the Petitioner, it is clear that the requirements of Section 244(2) of the Act are not satisfied in this case. A vague submission that all the shareholders expect Respondent No. 2 and one other shareholder namely viz. Mohamed Ibrahim Faizal holding 1 (one) equity share have consented by words to file this Petition cannot be taken as a consent to file a Petition under Section 241(1) of the Companies Act. Therefore, the Company Petition filed by the petitioners is liable to be dismissed as not maintainable. Petition dismissed.

Summary

Issues:
1. Maintainability of the Company Petition under Sections 241(1) of the Companies Act, 2013.

Detailed Analysis:

Issue 1: Maintainability of the Company Petition under Sections 241(1) of the Companies Act, 2013

The Company Petition was filed seeking directions against the Respondents for handing over certain company documents and a car. The Petitioner alleged that the 2nd Respondent, who was managing the company, acted unprofessionally and caused losses. The Board removed the 2nd Respondent as Managing Director due to his conduct. The key contention was the withholding of company records and the car by the 2nd Respondent. The Petitioner argued that this caused delays in finalizing accounts, resulting in fines for the company.

In response, the 1st Respondent supported the Petitioner's claims, emphasizing the 2nd Respondent's non-cooperation in finalizing accounts and withholding essential documents. The 1st Respondent held the 2nd Respondent responsible for the delays and resulting financial losses. Additionally, the 1st Respondent highlighted the unauthorized use of the company car by the 2nd Respondent after his removal from office.

The 2nd Respondent, in defense, asserted that he was wrongfully removed from his position and that the delay in filing certain documents was not his fault. He claimed that the company's accounts were maintained by a Company Secretary and a Chartered Accountant, and he had cooperated in providing necessary details. The 2nd Respondent also raised issues regarding unpaid salary, statutory dues, and the retention of personal belongings by the company.

The Tribunal examined the maintainability of the Company Petition under Sections 241(1) of the Companies Act, 2013. It noted the lack of explicit consent from shareholders, as required by law, for the Petitioner to file the petition. Citing legal precedents, the Tribunal emphasized the necessity of specific consent for each petition filed under the relevant sections. As the Petitioner failed to provide such consent, the Tribunal deemed the Company Petition not maintainable and dismissed it without delving into the substantive issues of oppression and mismanagement alleged by the Petitioner.

In conclusion, the Tribunal dismissed the Company Petition due to lack of shareholder consent, highlighting the importance of meeting statutory requirements for filing petitions under the Companies Act, 2013. The judgment focused on procedural compliance, emphasizing the need for clear and specific consent from shareholders to maintain the validity of such petitions.