2022 (6) TMI 591 - Tri - Companies Law

Maintainability of petition - Seeking to de-register the approved DIR-12 - seeking restoration of name of the Petitioner as Director in the MCA 21 Portal maintained by the Respondent as if his name was not removed - Section 169 of the Companies Act, 2013 read with Rule 11 79 of the NCLT Rules, 2016 - HELD THAT - Upon perusal of Section 169 (4)(b) of Companies Act, 2013 it is unambiguous that any action under the said provision shall be carried against the Company concerned or any other director involved however in the instant matter the Company concerned is not a party to the proceedings - In the instant matter the presence of necessary parties is obviously required for this Tribunal to adjudicate and pass an effective and complete order granting relief as provided under the provision. In the absence of necessary parties, the Tribunal shall not be able to pass an effective Order. This Tribunal is of the view that the concept of non-joinder of parties is that the burden of providing relief should rest upon the Respondent concerned. However, in the instant matter the Petitioner has arrayed the Registrar of Companies, Chennai as respondent leaving out the Company Concerned and other directors involved. This Tribunal, upon perusal of the typed set of papers filed, is of the view that the petition lacks documentary evidences. While taking a closer look on the prayer sought it is observed that the prayer ousts the powers vested with this Tribunal. The Petition stands dismissed for non-joinder of necessary parties and for want of evidence.

Summary

Issues:
Company Petition seeking relief under Section 169 of the Companies Act, 2013 read with NCLT Rules, 2016.

Detailed Analysis:

1. Background and Petition Details:
The Company Petition was filed by a Director of a private limited company seeking reliefs, including de-registration of a form, restoration of the director's name, and other appropriate orders. The company was incorporated for specific business purposes, and disputes arose between the directors regarding alleged illegal activities by one of them.

2. Allegations and Legal Proceedings:
The petitioner alleged illegal activities, tax evasion, and forgery by the other director, leading to the removal of the petitioner's name through manipulated documents. Criminal complaints were filed, resulting in investigations and FIRs against the accused parties. The Registrar of Companies issued summons and passed orders regarding the removal of the director.

3. Maintainability of the Petition:
The Tribunal examined the maintainability of the petition under Section 169 of the Companies Act, 2013. It highlighted the necessity of involving all relevant parties for effective adjudication. The absence of necessary parties, including the company concerned, was noted as a crucial deficiency. The lack of documentary evidence and the insufficiency of the prayer sought were also pointed out.

4. Judgment and Dismissal:
Considering the non-joinder of necessary parties and the absence of adequate evidence, the Tribunal dismissed the petition. Emphasizing the importance of providing relief against all involved parties, the Tribunal concluded that the petition lacked the required elements for a favorable order. As a result, the Company Petition was dismissed.

In conclusion, the Tribunal's decision to dismiss the petition was primarily based on procedural deficiencies, including non-joinder of necessary parties and lack of evidence. The judgment highlighted the importance of adhering to legal requirements and ensuring all relevant parties are involved in such proceedings for effective resolution of disputes under the Companies Act, 2013.