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2021 (1) TMI 114 - Tri - Companies LawPrayer to declare the Lease Agreement as null and void directing the respondents not to give effect to the lease deed dated 03.12.2019 - Section 167 of the Companies Act 2013 - HELD THAT - The petitioners fails to convince us that petitioners have prima facie case and the balance of conveyance also lies in favor of the petitioners and the irreparable loss will be caused to the petitioners rather we are of the view that at the time of filing of this application the possession was with the R-1 Company thereafter during the pendency of this application registered lease deed was executed on 29th June 2020 and on the basis of that R-5 claimed that they came into the possession over the land from 01/12/2019 which is also not liable to be accepted because a lease deed shall not be executed and registered from the retrospective effect and on the basis of that a person cannot claim his possession from the retrospective effect. Therefore the decisions upon which the petitioners and respondents placed reliance under the facts and circumstances of the case are not applicable. Section 52 of TP Act which says that during the pendency of the suit or proceedings no new thing could be introduced we shall consider this at the time of final hearing but at this juncture we came to a conclusion that no prima facie case is made out by the petitioners the balance of conveyance is also not in favor of petitioners and no irreparable loss will be caused to the petitioners therefore we are not inclined to grant any interim relief to the petitioners. Hence prayer of the petitioners to grant interim relief is hereby rejected. In which the respondent No. 2 to 7 acted and got the lease deed executed and registered for 29 years whereas the unregistered lease deed was for five years that compelled us to form an opinion that act of respondents No. 2 to 7 are prejudicial to the interest of R-l company and in order to protect the interest of R-l Company it is necessary to pass the following order that on the basis of the unregistered lease deed dt 03/12/2019 and Registered lease deed dt. 29/06/2020 no construction work shall be done and no new thing shall be installed over the land in question by the R-5 or by any other persons on or their behalf and the possession shall remain with the Respondent no 1 company during the pendency of this application and neither respondent No. 2 to 7 nor the petitioners shall interfere with the possession of the R-l company. List the case on 19/08/2020 for filing the reply to the main application on behalf of respondents.
Issues Involved:
1. Validity of the Lease Agreement dated 03.12.2019. 2. Fitness of Respondent No. 2 to act as Director. 3. Validity of resolutions passed by Respondent No. 2 and 3. 4. Shareholding discrepancy and transfer of shares. 5. Investigation into the affairs of Respondent No. 1 Company. 6. Interim reliefs sought by the petitioner. Issue-wise Detailed Analysis: 1. Validity of the Lease Agreement dated 03.12.2019: The petitioner sought to declare the Lease Agreement dated 03.12.2019 as null and void, arguing that it was executed without the knowledge of the board and shareholders. The lease was purportedly for five years, extendable up to thirty years, and was entered into by Respondent No. 2 and 3 with M/s. MBEV Spirits Pvt. Ltd., controlled by the same respondents. The petitioner argued that the lease deed lacked legal sanctity as it was not registered as required under Section 7(1)(d) of the Registration Act, 1908, making it ineffective under Section 49 of the same Act. Additionally, the petitioner highlighted that the lease deed was executed without proper board resolution, violating Sections 101 and 118 of the Companies Act, 2013. The Tribunal found that the lease deed executed on 03.12.2019 was indeed not registered initially and was later registered for 29 years, raising questions about its validity and the intentions behind it. 2. Fitness of Respondent No. 2 to act as Director: The petitioner claimed that Respondent No. 2 was not fit to continue as a director due to the alleged illegal acts and mismanagement. It was argued that Respondent No. 2, along with Respondent No. 3, acted in a manner prejudicial to the interests of the shareholders and the company by entering into the lease agreement without proper authorization and disclosure of interest, violating Sections 184 and 188 of the Companies Act, 2013. The Tribunal noted these allegations but decided to address the main reliefs at a later stage. 3. Validity of Resolutions Passed by Respondent No. 2 and 3: The petitioner challenged the validity of resolutions passed by Respondent No. 2 and 3, arguing that no notice was provided to the petitioner, violating Section 101 of the Companies Act, 2013. The Tribunal acknowledged that the resolutions were passed without proper notice, making them questionable. The Tribunal also noted that the lease deed was executed based on an incomplete quorum, further invalidating the resolutions. 4. Shareholding Discrepancy and Transfer of Shares: The petitioner argued that the agreed 33% shareholding was not allotted, and only 24.91% was given, with the remaining 8% under the control of a trust, amounting to oppression and mismanagement. The Tribunal recognized this discrepancy but deferred the detailed examination of this issue to the final hearing. 5. Investigation into the Affairs of Respondent No. 1 Company: The petitioner sought an investigation into the affairs of Respondent No. 1 Company, alleging mismanagement by Respondent No. 2, 3, and 4. The Tribunal acknowledged the allegations but decided to consider this request during the final hearing. 6. Interim Reliefs Sought by the Petitioner: The petitioner sought various interim reliefs, including maintaining the status quo regarding the board of directors and shareholding, preventing interference with the possession of the land, and restraining Respondent No. 2, 3, and 4 from transferring or encumbering assets. The Tribunal found that the petitioner did not establish a prima facie case or balance of convenience in their favor. However, the Tribunal ordered that no construction or new installations should be made on the leased land, and the possession should remain with Respondent No. 1 Company during the pendency of the application. Conclusion: The Tribunal rejected the interim reliefs sought by the petitioner but acknowledged the questionable actions of Respondent No. 2 and 3 regarding the lease agreement and resolutions. The Tribunal ordered that no construction or new installations should be made on the leased land, and the possession should remain with Respondent No. 1 Company during the pendency of the application. The case was listed for further proceedings on 19/08/2020.
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