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2022 (11) TMI 806 - AT - Companies LawOppression and mismanagement - Wilful refusal by Respondent No.1 / ABT Ltd. and its nominees in complying with and give effect to the NCLAT judgment - Rule 11 and 31 of the National Company Law Appellate Tribunal Rules, 2016 - HELD THAT - The Applicant filed Appeal before this Tribunal in CA (AT) (CH) No. 27 of 2022 aggrieved by the order dated 29.03.2022 passed by the NCLT, Division Bench-II, Chennai in CP No. 25/CHE/2022. The Company Petition No. 25 of 2022 was filed by the 1st Respondent herein under Section 241 242 of the Companies Act, 2013 by arraying the Appellants and the Company as Respondents alleging certain acts of oppression and management in the affairs of the Company. It is to state that the SGAH (Sakthi Global Auto Holdings Limited) on 15.11.2021 issued a requisition under Section 100(2)(a) of the Companies Act, 2013 calling upon the current SACL (Sakthi Auto Component Limited) Board to call an EGM inter-alia to pass resolution for removing the existing Directors who are Sakthi Groups/ABT Nominees from the SACL Board and appointing Additional Aapico Nominee Directors in accordance with articles. The Applicant categorically stated at para 12 13 of the Application that pursuant to passing of the judgment by this Tribunal, the SACL Board, the Company filed Forms with the Registrar of Companies (RoC) in relation to the appointment of Appellant nominee directors and the independent directors and complied with Section 117 of the Companies Act, 2013 and the appointment of the directors reflected on the website of the Ministry of Corporate Affairs - the judgment of this Tribunal dated 02.08.2022 has been complied with in toto with regard to implementation of the resolution passed at the EGM held on 25.01.2022. This Tribunal is of the view that the Applicants are seeking entirely new reliefs and the said reliefs are in the nature of fresh cause of action and completely out of the purview of this Tribunal - the Application is an attempt of vexatious act , without approaching the Proper Forum , by exercising its jurisdiction as per Law . Application dismissed.
Issues Involved:
1. Validity and implementation of EGM resolutions. 2. Jurisdiction and maintainability of the application post-disposal of the appeal. 3. Compliance with NCLAT judgment. 4. Reliefs sought by the Appellants. Issue-wise Detailed Analysis: 1. Validity and Implementation of EGM Resolutions: The Appellants contended that the NCLAT judgment dated 02.08.2022 recognized the validity of the EGM held on 25.01.2022 and their right to representation on the SACL Board. The NCLAT had set aside the NCLT's interim order dated 29.03.2022, which had restrained the implementation of the EGM resolutions. The Appellants argued that despite this, Respondent No.1 and its nominees were obstructing the implementation of these resolutions, preventing the Appellants from taking control of the company, accessing its premises, and records. The Appellants emphasized that such conduct was contrary to corporate democracy and the Articles of Association read with the Shareholders Agreement. 2. Jurisdiction and Maintainability of the Application Post-Disposal of the Appeal: The Respondents argued that the application was not maintainable as the NCLAT had become functus officio after disposing of the appeal. They submitted that the jurisdiction of the Tribunal was exhausted under Section 421(4) of the Companies Act, 2013, and no further relief could be sought. The Respondents also contended that Rule 31 of the NCLAT Rules, 2016, confines the power to pending matters, and since the appeal was no longer pending, the application under Rule 31 was not maintainable. They cited the decision in Agarwal Coal Corporation Pvt. Ltd. Vs. Sun Paper Mill Pvt. Ltd. to support their argument. 3. Compliance with NCLAT Judgment: The Appellants claimed that they had complied with the NCLAT judgment by filing necessary forms with the Registrar of Companies (RoC) regarding the appointment of nominee directors and independent directors. They argued that the resolutions passed at the EGM were immediately implementable and did not require a mandatory injunction. The Appellants further stated that the pendency of the Company Petition (CP) did not mean that the stay on the EGM resolutions continued. 4. Reliefs Sought by the Appellants: The Appellants sought various reliefs, including declarations that the pendency of the NCLT proceedings should not impede the management of SACL by its current board, and that they were entitled to undertake necessary actions such as holding board meetings and appointing key personnel. They also sought directions for Respondent No.1 and its nominees to comply with the EGM resolutions and cease obstructing access to the company premises. Tribunal's Analysis and Conclusion: The Tribunal analyzed the pleadings and submissions of both parties. It noted that the appeal before the NCLAT was restricted to setting aside the NCLT's interim order dated 29.03.2022, which had restrained the implementation of the EGM resolutions. The Tribunal had allowed the appeal and set aside the NCLT's order, thereby vacating the restraint on implementing the EGM resolutions. The Tribunal observed that the Appellants had complied with the judgment by filing forms with the RoC and that the appointment of directors was reflected on the Ministry of Corporate Affairs website. However, the Tribunal concluded that the reliefs sought in the present application were entirely new and beyond its jurisdiction. It stated that the application sought fresh causes of action and reliefs that were not part of the original appeal. The Tribunal emphasized that it had become functus officio after disposing of the appeal and could not entertain the new reliefs sought by the Appellants. Consequently, the application was dismissed as being without jurisdiction and an abuse of process of law. The Tribunal refrained from imposing costs on the Appellants.
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