2017 (3) TMI 1952 - AT - Companies Law

Impleadment of Mr. Jatin Jamandas Mavani, nominee director of the IOTL as 10th Respondent to the Company Petition - HELD THAT - The impugned order dated 20.12.2016 stands modified and substituted with liberty to appellant to file additional affidavit in consonance with the observations made above, within 15 days. The Tribunal in its turn will take into account the additional facts, if it is in consonance with the observations made in the preceding paragraphs, otherwise will ignore the other facts by deleting such paragraphs from the additional affidavit - the appellant are not allowed to raise any plea with regard to Mr. Ramachandran's presence in the Board's Meeting/EGM Meeting on 31.12.2016, except to the extent it has already been pleaded. The parties are directed to cooperate with the Tribunal to enable the Tribunal to dispose of the company petition expeditiously preferably within one month, uninfluenced by any observations earlier made by the Tribunal - appeal disposed off.

Summary

Issues:
1. Appeal against order of National Company Law Tribunal regarding amendment petition.
2. Allowance of bringing relevant facts related to oppression and mismanagement.
3. Consideration of acts of oppression and mismanagement before and after the filing of the company petition.

Analysis:
The appeal was filed against the order of the National Company Law Tribunal, Kolkata Bench, regarding an amendment petition. The Tribunal had partly allowed the amendment petition, permitting the appellant to implead a nominee director to the Company Petition. The appeal was heard by the Appellate Tribunal, where it was noted that the Tribunal should have allowed the appellant to bring relevant facts regarding acts of oppression and mismanagement to the notice of the Tribunal. If the facts pertain to a period before the filing of the company petition and the appellant was unaware of them until after filing, the Tribunal should permit the appellant to introduce such facts.

Furthermore, if the acts of oppression and mismanagement occurred before the filing of the petition, and the appellant or its representative had knowledge of these acts, they cannot be raised in the plea. However, if new acts of oppression and mismanagement took place during the pendency of the petition and are connected to the existing allegations, the appellant should be allowed to bring these developments to the Tribunal's attention. On the other hand, if the subsequent acts of oppression and mismanagement constitute a fresh cause of action, they cannot be raised in the ongoing petition but can be addressed by filing a separate petition under the Companies Act, 2013.

The Appellate Tribunal modified and substituted the impugned order, granting the appellant the liberty to file an additional affidavit within 15 days, aligning with the observations made. The Tribunal was directed to consider the additional facts in line with the provided guidelines. The appellant was not allowed to raise new pleas regarding certain aspects unless already pleaded. The parties were instructed to cooperate for the expeditious disposal of the company petition, ideally within one month, without being influenced by any prior observations. The appeal was disposed of with the mentioned observations and directions, with no order as to costs.