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TMI Blog2021 (2) TMI 1136X X X X Extracts X X X X X X X X Extracts X X X X ..... plicant is a shareholder in 1st, 2nd, 3rd, 4th and 7th Respondent Companies. The 2nd Applicant is a shareholder in 1st, 2nd, 3rd, 4th, 6th and 7th Respondent Companies. 3. In the Application it is stated that the Company Petition is filed under Section 241(1)(b) of the Companies Act, 2013 alleging oppression and mismanagement in seven Companies. But Section 241(1)(b) contemplates filing of a Petition against a single Company. The management of the seven Companies are not identical. The objects and shareholding pattern of the Companies are different. It is further stated that, it is apparent that a single Petition has been filed under Section 241(1)(b) to avoid the payment of the Fee prescribed in the Schedule of Fees in the NCLT Rules, 201 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ndent and CA/64/KO8/2020 presented by Rajkumar Gupta wherein also the Petitioner in CP/41/KOB/2020 is a party. 6. The applicants further stated that Respondent has deliberately suppressed the profit and loss accounts and the schedule to the balance sheets of 1st , 2nd , and 3rd Respondent Companies which disclose large number of related-party transactions, some of which border on money laundering, in violation of Secs. 2(76) & (77) r/w Secs. 184(2) and 188 and related rules in Companies (Meetings of Board and its Powers) Rules, 2014. It is also stated that the related-party transactions which are in contravention to the provisions of the Act are under the scrutiny of this Tribunal in CP/114/KOB/2019, CP/119/KOB/2019, and CP/125/KOB/2019. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... are Trust, within one month. In case the costs are not deposited within the time indicated hereinabove, the Registry shall re-list the matter for an open Court hearing for recovery of costs." Submissions of the Respondent 9. A reply has been filed by the Respondent/Petitioner in CP/41/KOB/2020 stating that instead of filing the Application under Rule 32, the Applicant filed the Application under Rule 41. The Petition is filed under Section 241(1)(b) and the heading itself was given as 'Restructuring Capital' which envisages several reliefs which are as under: - (a). the regulation of conduct of affairs of the company in future; (b). the purchase of shares or interests of any members of company by other members thereof or by the compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hrough this Company Petition. 12. It is further stated that OS.310/2019 pending before the Munsiff Court relates to execution of the MOU dated 15.09.2016 relating to partition of RBG HUF family assets. The share holdings of the family members in the RBG family Companies are proposed to be restructured and rearranged as per the MOU dated 15.09.2016 under Section 241 which envisages reliefs in corporate family disputes. FINDINGS 13. This Tribunal gone through the averments made by both the parties in the Company Petition No.41/KOB/2020 and heard the arguments advanced by both sides. In order to arrive at a decision this Tribunal is to see whether the petitioner has made out a case under Sections 241 and 242 and are entitled for the reliefs? ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r in any other manner whatsoever and that by reason of that change it is likely that the affairs of the company will be conducted in a manner prejudicial to public interest or in a manner prejudicial to the interests of the company. Lord Cooper explained the meaning of 'Oppression' in the case Elder v. Watson Ltd 1952 SC 49 (Scotland), "Oppression is a misdemeanour committed by majority shareholders who under colour of their majority power, wrongfully inflict upon the minority shareholder or minority shareholders any harm of injury" was also cited in Shanti Prasad Jain V. Kalinga Tubes Ltd (1965) 1 Comp LJ 193, 204. 14. In the Company Petition the Petitioner seeks approval of the scheme for payment/contribution and to direct changes in the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... other can, in the context, lead justifiably to the conclusion that they are part of the same transaction, of which, the object is to cause or commit the oppression of persons against whom those acts are directed." 16. The judgement of Needle Industries (India) Ltd vs. Needle Industries Newey (India) Holding Ltd (Supra) and Shanti Prasad Jain vs. Kalinga Tubes Ltd (Supra) inter alia reads 'that it has been held that the person complaining of oppression must show that they have been constrained to submit a conduct which lacks probity, conduct which is unfair to them and which cause prejudice to them in exercise of their legal and proprietary rights as shareholders. It was further held oppression should be a continuous act continuing till the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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