2020 (5) TMI 131 - Tri - Companies Law

Oppression and Mismanagement - restoration of status of management committee - whether the petitioner are members of the company or not? - HELD THAT - The respondents have filed Form 21A, dated November 21, 2012, September 30, 2013, September 30, 2014, June 16, 2015, September 2, 2016 with the Registrar of Companies by duly enclosing list of members of the company. By perusal of the lists of members enclosed, we found that the names of petitioners are not found in these lists. It is also relevant to point out here that the minutes of the annual general meeting held on November 21, 2012 shows that there are 8 (eight) constituent/invitees attended, which included the second and third petitioners apart from Mr. Srinivasan. Therefore, the first petitioner ceased to be member and second the third petitioners are not all members of the company. The second and third petitioners are on par with Mr. Subhas Bhosle, Rev. Sunil Dandge, who are petitioners along with the present petitioners in the earlier litigation - the contention of the first petitioner that he cannot be removed by the company, as per extant articles of association of the company, is not tenable and baseless. And the company is entitled to remove any member for misconduct, mismanagement on the part of a member. Therefore, the annual general meeting held on November 21, 2012 has rightly removed the first petitioner from the membership as per law. So far as the contention of the respondents that, that the issue became final on rejection of earlier company petition by the then Company Law Board and thus it became final and the instant company petition is not maintainable, since the Company Law Board has rejected the case by granting liberty to the petitioner to file fresh company petition in accordance with law. The petitioners are not the members of the company and thus they have no locus standi to maintain the main company petition for the alleged acts of oppression and mismanagement made in the company petition. Therefore, the main company petition is liable to be rejected as not maintainable and thus no necessity to consider various contentions raised by the petitioners - application rejected as not maintainable.

Issues Involved:
1. Maintainability of the company petition.
2. Membership status of the petitioners.
3. Allegations of oppression and mismanagement.
4. Validity of the earlier Company Law Board decision.
5. Jurisdiction of the Tribunal versus civil court.

Detailed Analysis:

1. Maintainability of the Company Petition:
The Tribunal had to first decide on the maintainability of the company petition before addressing the merits of the case, as directed by the High Court of Karnataka. The respondents argued that the petitioners were not members of the company, and thus, lacked the locus standi to file the petition. The Tribunal found that the earlier petition filed by the petitioners had been rejected by the Company Law Board due to technical defects and failure to establish membership. The current petition was filed by only three out of the five original petitioners, which further questioned its maintainability.

2. Membership Status of the Petitioners:
The Tribunal examined whether the petitioners were members of the company. According to the minutes of the annual general meeting held on September 27, 2012, and subsequent meetings, it was clarified that only individuals could be members of the association, and representatives of institutions were not considered members. The Tribunal found that the first petitioner, Mr. Charles Prabhakar, had been removed from membership, and the second and third petitioners were not members at all. This conclusion was supported by the annual returns filed with the Registrar of Companies, which did not list the petitioners as members.

3. Allegations of Oppression and Mismanagement:
The petitioners alleged that the respondents had mismanaged the company's affairs, including siphoning off funds and attempting to remove the petitioners from their positions. However, the Tribunal did not find it necessary to address these allegations in detail, as the petitioners were not deemed to be members of the company and thus lacked the standing to bring the petition.

4. Validity of the Earlier Company Law Board Decision:
The earlier petition filed by the petitioners had been rejected by the Company Law Board, which had granted liberty to file a fresh petition in accordance with the law. The Tribunal found that the current petition did not rectify the defects identified in the earlier petition and was still defective. The Tribunal also noted that the issues raised in the earlier petition had become final and were not challenged by way of an appeal.

5. Jurisdiction of the Tribunal versus Civil Court:
The respondents argued that a suit questioning the status of the petitioners and the actions of respondent No. 4 was pending before a civil court, and thus, the Tribunal could not decide the matter. However, the Tribunal clarified that the jurisdiction of the civil court was ousted by section 430 of the Companies Act, 2013, and the issues raised in the petition related to the affairs of a company incorporated under the Companies Act, 1956.

Conclusion:
The Tribunal concluded that the petitioners were not members of the company and thus had no locus standi to maintain the petition for alleged acts of oppression and mismanagement. Consequently, the main company petition was rejected as not maintainable, and there was no necessity to consider the various contentions raised by the petitioners. The Tribunal emphasized that the petitioners' conduct, both before the forum and outside, was questionable and that the petition was an attempt to jeopardize the affairs of a sacred and reputed Christian institution. The petition was dismissed with no order as to costs.

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