9911796707
TMI Blog2017 (3) TMI 1810X X X X Extracts X X X X X X X X Extracts X X X X ..... case of Oppression and Mismanagement , it is open to the Tribunal to grant relief as per sub-section 2 of Section 242 of the Companies Act, 2013 (equivalent to Section 402 of the Companies Act, 1956). In view power vested under sub-section (2) of Section 242 of the Companies Act, 2013, it is open to the Tribunal to decide as to what relief to be granted, if it gives declaration of oppression and mismanagement . The Tribunal having power to declare an agreement invalid or void can set aside the same. The aggrieved party as a matter of right cannot claim to save any action or agreement, following the Doctrine of Indoor Management . Appeal dismissed. X X X X Extracts X X X X X X X X Extracts X X X X ..... lable to it. In relation to accounts of the company, it is seen that vide order dated 12.12.12 the CLB had granted to the petitioner's entitlement to get the accounts scrutinised by a qualified Chartered Accountant. However, when enquired by the Tribunal whether any inspection had been carried out and affidavit were filed in relation to the same the counsel for the petitioners submitted that no affidavits on the part of the petitioners have been filed, in the circumstances we are unable to persuade ourselves to grant any reliefs in relation to the accounts, save directing the parties to close the accounts of the company year after year for the year ended 31.03.2011 and thereafter as the proceedings pending before the CLB cannot absolv ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... respondent henceforth. v) That the Form-18 deposited with the Registrar of Companies on 5th April, 2011 thereby changing the address of the registered office of the respondent No. I company from "KU-160, Pitampura, Delhi-110034 " to "A-4/18, First Floor, Shiv Mandir Mohalla, Main Rithala Road, Badli Village, Delhi-110042 " is bad in law and we declare the same as null and void. vi) That the respondent company must comply with the provision of the Companies Act, 1956 or 2013 as may be applicable for the relevant years in finalization and audit of accounts for the year ended 31.03.2011 and subsequent years individually within a period of 8 weeks hereof keeping the accounts approved by both the parties for the year end ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ra-Ordinary General Meeting held on 17th March, 2011 without notice and knowledge to the minority shareholders. In those Meeting it was decided to execute an agreement in favour of the appellant/fourth respondent for sale of a piece of land of the company. The respondent, Shri Hari Prakash Poddar and two others-petitioners before the Tribunal alleged oppression and mismanagement of the company as the 'Board's Meeting' followed by 'Extra Ordinary General Meeting' aforesaid were held without notice and knowledge of the minority shareholders and it was decided to reach agreement with appellant/fourth respondent to sell the a piece of land. 5. As noticed above, the Tribunal by its impugned judgment dated 20th December, 2016 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny deposited the amount with the bank. Even the appellant also directly deposited the amount with the Bank on behalf of the company. It was submitted that the company having taken advantage of the amount received from appellant to set off its loan based on agreement to sell the Tribunal was required to safeguard the interest of the appellant following the 'Doctrine of Indoor Management'. Reliance was placed on Hon'ble Supreme Court decision in 'MRF Ltd Vs Manohar Parikar, (2010) 11 SCC 374' wherein the Hon'ble Supreme Court observed as follows:- "110. The doctrine of indoor management is also known as the Turquand rule after Royal British Bank V. Turquand. In that case, the Directors of a company had issued a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... able where the circumstances surrounding the contract are suspicious and therefore invite inquiry. " 8. We have heard the Ld. Counsel for the parties and perused the record. 9. It is not in dispute that both the meeting of Board held 2.11.2010 and 10.12.2010 and the Extra-Ordinary General Meeting held on 17.3.2011 without notice and knowledge of the minority shareholders have been declared as illegal. The findings of the Tribunal to that effect is not under challenge in this appeal. In case of "Oppression and Mismanagement", it is open to the Tribunal to grant relief as per sub-section 2 of Section 242 of the Companies Act, 2013 (equivalent to Section 402 of the Companies Act, 1956). The relevant of which reads as follows: ..... X X X X Extracts X X X X X X X X Extracts X X X X
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