2015 (6) TMI 729 - Board - Companies Law

Charges of oppression and mismanagement - Section 397, 398 read with Sections 402 of the Indian Companies Act, 1956 - Several changes in the shareholding pattern and in the composition of the Board of Directors of the Company from time to time by adopting illegal means and without following the provisions of the Companies Act, 1956 - Unexplained delay and lathes in filing application - Held that - I have come to the conclusion that this company petition is not a bonaflde petition. According to the Petitioners own case, the alleged acts of oppression and mismanagement were committed in the year 1998-1999. On perusal of the petition, it is further noted that various criminal cases including that of complaints filed under Section 138 of the Negotiable Instrument Act in the year 2000, were filed against the Respondent Nos.2 and 3 with respect to the events and acts since beginning from 1998-1999 purportedly committed by the Respondent No.1. Therefore, it cannot be said that the Petitioners were not aware of these acts. Even, according to the Petitioners own case, they have also filed a civil suit, bearing Suit No.595 of 2011, in the Court of Civil Judge, Sr. Division, Baroda against the Respondent No.2 and two others to whom the Respondent No.2 has illegally sold the Company s land by misusing forged and fabricating documents. Furthermore, as is seen from the reliefs clause of the petition, the petitioners have sought cancellation of various Returns filed by the Company with the Registrar of Companies in the year 2010 and 2011. This petition came to be filed on 18/07/2014. However, the Petitioners have not offered any sound and convincing reason as to why they approached the CLB after such inordinate lapse of time. It appears that the Petitioners have filed this Petition with ulterior objective with respect to the grievances arising out of the MOU mentioned hereinbefore. On this ground also, the Petition deserves to be dismissed.Petition suffers from acute unexplained delay and lathes. Moreover, the Petition has been filed with collateral purpose. - Application not accepted & accordingly disposed off.

Summary

Issues Involved:
1. Allegations of oppression and mismanagement.
2. Validity of Memorandum of Understanding (MOU) and subsequent agreements.
3. Unauthorized changes in shareholding and directorship.
4. Fraudulent activities and forgery allegations.
5. Delay in filing the petition.
6. Collateral purpose behind filing the petition.

Detailed Analysis:

1. Allegations of Oppression and Mismanagement:
The petitioners invoked the jurisdiction of the Company Law Board under Sections 397 and 398 read with Section 402 of the Indian Companies Act, 1956, alleging acts of oppression and mismanagement by the respondents in the conduct of the affairs of the respondent company. The petitioners claimed that the respondents dishonestly retained control over the company by fraudulent means, including the use of forged documents.

2. Validity of Memorandum of Understanding (MOU) and Subsequent Agreements:
The petitioners detailed the history of the company, including a Memorandum of Understanding (MOU) dated 10/07/1998, which was supposed to transfer control of the company to the Mohanty Group. However, the Mohanty Group failed to fulfill the payment terms, leading to the automatic termination of the MOU and its extension dated 01/01/1999. Despite this, the Mohanty Group allegedly retained control over the company through fraudulent means.

3. Unauthorized Changes in Shareholding and Directorship:
The petitioners alleged that the respondents made several illegal changes in the shareholding pattern and the composition of the Board of Directors without following the provisions of the Companies Act, 1956. The petitioners argued that these changes were made unilaterally by filing forged and fabricated documents with the Registrar of Companies.

4. Fraudulent Activities and Forgery Allegations:
The petitioners accused the respondents of committing fraud by not making the agreed payments under the MOUs, filing false documents, and forging signatures to effect changes in the company's records. The petitioners had filed multiple criminal complaints, including under Section 138 of the Negotiable Instruments Act, and a Special Civil Suit seeking to quash illegal conveyance deeds executed by the respondents.

5. Delay in Filing the Petition:
The judgment noted that the alleged acts of oppression and mismanagement occurred in 1998-1999, and the petitioners were aware of these acts as evidenced by the criminal and civil cases filed since then. However, the petition was filed only in 2014, without any convincing explanation for the delay. The court held that the petition suffered from "acute delay and lathes," making the petitioners ineligible for discretionary relief.

6. Collateral Purpose Behind Filing the Petition:
The court observed that the petition appeared to be filed with an ulterior motive related to grievances arising from the MOUs rather than a genuine attempt to seek relief for oppression and mismanagement. Citing the case of RE Ballador Silk Ltd., the court held that a petition filed to exert pressure for a collateral purpose constitutes an abuse of the court's process.

Conclusion:
The petition was dismissed on the grounds of unexplained delay and ulterior motives. The court deemed the petition not to be bona fide and an abuse of the judicial process. No order as to costs was made, and any interim orders were vacated. The company application, if any, was also disposed of, and a copy of the order was directed to be issued to the parties.