2019 (11) TMI 318 - Tri - Companies Law

Oppression and mismanagement - alleged oppression of a sole majority shareholder by the minority shareholders - preventing the Company from being struck-off by the Registrar of Companies as the Petitioner has not conducted any Meeting for a period of 6 years from the inception of the Company - Respondent No. 2 transferred part of his Shareholding to Respondent Nos. 3 and 4 (whom he claims to be his family members) in violation of the Articles of Association of the Company - also Respondent No. 3 and 4 as Additional Directors of the Company without the consent of the Petitioner who is the sole Majority Shareholder (by virtue of owning shares in excess of 90% of the total paid-up share capital of the Company). HELD THAT - We are inclined to hold that the primary reason for the dispute between the parties arise on certain misunderstanding and miscommunications, and hence, we feel that there is a possibility of the parties settling the issue, if they are provided with a forum to deliberate the same on. It is vital to mention here that the Company has not undertaken any substantial business from the date of its incorporation and there is a need to put it in motion, the reason for which the Company was envisaged. The dispute between the parties has paralysed the Administration and ordinary business of the Company. Section 397 and 398 of the Companies Act, 1956 read with Section 242 of the Companies Act, 2013 provide that the Tribunal may, with a view to bringing to an end the matters complained of, make such order as it thinks fit. It is hereby directed to prepare an agenda of the meeting now authorized and place it before the Chairman on or before 19.07.2019 and after obtaining the approval conduct the meeting within 21 days' time i.e., on or before 09.08.2019 - application disposed off. Petition disposed off.

Issues Involved:
1. Validity of Share Transfer
2. Appointment of Additional Directors
3. Allegations of Oppression and Mismanagement
4. Compliance with Statutory Requirements
5. Conduct of Meetings and Filing of Forms
6. Ownership and Control of Company Assets
7. Request for Investigation

Detailed Analysis:

1. Validity of Share Transfer:
The petitioner sought a declaration that the transfer of 500 shares by Respondent No. 2 to Respondent No. 3 was invalid and void ab initio. The petitioner argued that the transfer violated the Articles of Association, specifically Article 7, which restricts share transfers to members unless no member is willing to purchase them at fair value. The tribunal noted that the transfer was done without offering the shares to the petitioner first, making it contrary to the Articles of Association.

2. Appointment of Additional Directors:
The petitioner challenged the appointment of Respondent Nos. 3 and 4 as Additional Directors, claiming it was done without his consent and contrary to Section 260 of the Companies Act, 1956. The tribunal observed that the appointments were not confirmed in an Annual General Meeting (AGM) and thus were not valid. The continuous depiction of Respondent Nos. 3 and 4 as Additional Directors was found to be contrary to the statutory provisions.

3. Allegations of Oppression and Mismanagement:
The petitioner alleged that Respondent No. 2, in collusion with Respondent Nos. 3 and 4, acted oppressively and prejudicially, violating the Companies Act, 1956, and the Articles of Association. The tribunal acknowledged that the petitioner, as the majority shareholder, was sidelined and that the actions of Respondent No. 2 were oppressive and burdensome. The tribunal emphasized the need to protect the petitioner's rights as a majority shareholder.

4. Compliance with Statutory Requirements:
The petitioner contended that no shareholder or board meetings had been held since 2006, and no statutory auditors were appointed, resulting in non-compliance with the Companies Act. The tribunal noted that Respondent No. 2 took steps to comply with statutory requirements to prevent the company from being declared dormant or struck off. However, these actions were done without proper authorization, highlighting the need for compliance with statutory procedures.

5. Conduct of Meetings and Filing of Forms:
The petitioner argued that various forms filed with the Registrar of Companies were unauthorized and fabricated. The tribunal found that the forms, including Form 20B, Form 23AC, and Form 66, were filed without proper authorization and were thus void ab initio. The tribunal emphasized the importance of conducting meetings and filing forms in accordance with statutory requirements.

6. Ownership and Control of Company Assets:
The petitioner claimed that the sole asset of the company, a piece of land, was purchased for developing a commercial complex but remained undeveloped due to disputes. The tribunal noted that the asset was in the petitioner's name as a director, and any transfer of property rights without board consent was unauthorized. The tribunal highlighted the need to resolve disputes to facilitate the proper management and development of the company's assets.

7. Request for Investigation:
The petitioner sought an investigation into the actions of Respondent Nos. 2 to 4, alleging various illegal activities. The tribunal acknowledged the petitioner's concerns and directed an extraordinary general meeting (EGM) to address the issues. The tribunal appointed an independent chairman to oversee the meeting and ensure compliance with statutory procedures.

Conclusion:
The tribunal ordered the conduct of an EGM to resolve the disputes and ensure compliance with statutory requirements. The meeting was to be conducted under the supervision of an appointed chairman, with specific directions to prepare an agenda and file a report. The tribunal emphasized that if the meeting did not resolve the issues, the parties could approach the tribunal for further directions. The case was disposed of with no order as to costs.

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