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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 ..... ased on a MoU dated 15.09.2016 entered between the parties with the aim to put an end to the cross holdings of the Coparceners and 100% ownership will devolve on the persons who are presently managing and in control of the Companies. Such reliefs cannot be granted by this Tribunal under Section 241/242 of the Companies Act, 2013. Thus, filing of the petition under Sections 241 and 242 seeking such reliefs is a misconceived exercise, as firstly, the Petitioner has to firmly establish the oppressive acts in which he has aggrieved or mismanagement involved in the Companies to which he has filed the Petition - the Company Petition does not raise a single act of oppression or mismanagement in the affairs of the Company i.e. prejudicial to the interests of the stakeholders/members or to the public. Technical irregularities - HELD THAT:- Since the shareholding pattern and Board of directors of the Company varies from Company to Company a Petition against 7 different Respondent Companies is not permissible under Section 241 of the Companies Act, 2013. The Petitioner failed to provide the Articles of Association (AoA) and Memorandum of Association (MoA) of each Company which were array ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d as Respondents in the Company Petition. While he has arrayed seven companies as necessary parties, he has not identified the person/persons who should be made answerable for the alleged mismanagement and oppression. It also stated that the Respondent has not impleaded the Directors and Shareholders of the Companies who are necessary parties for a proper determination of the issues canvassed in the Company Petition. The interest of the applicants would be impaired if any order is passed by this Tribunal in the Company Petition, without affording them with an opportunity to be heard. The shareholders, necessary parties, who have not been arrayed as Parties in the Company Petition. 5. It is further stated that the averments in Para 4(x) are directly and substantially similar to the allegations in CP/25/KOB/2020, CP/26/KOB/2020, CP/27/KOB/2020, and CA/84/KOB/2020 presented by the Respondent 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 Companie ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d 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 company; (c). in the case of a purchase of its shares by the company as aforesaid, the consequent reduction of its share capital; (d). any other matter for which, in the opinion of the Tribunal, it is Just and equitable that provision should be made. 10. The contention of the Applicants/Respondents that in a Company Petition under Section 241 there can only be one Respondent Company is denied. It is further stated that there is no legal ban prescribed under the Rule 38(A) that multiple remedies may be sought in a Company Petition based upon a single cause of action. Further, the statement implying that the 7 Companies which are arrayed as parties are different Companies owned by different persons is wrong. The Companies belong into RBG HUF family group. Therefore, all seven Companies involved in the Company Petition comes under the RBG HUF under one umbre ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... vided such member has a right to apply under section 244, for an order under this Chapter. It is quite apparent from a bare reading of the aforesaid provision of Section 241 that Mismanagement means the affairs of the company are being conducted in a manner prejudicial to public interest or in a manner prejudicial to the interest of the company. Further, mismanagement is when a material change has taken place in the ownership of the company s share or if it has no share capital in its membership or 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pany Petition does not raise a single act of oppression or mismanagement in the affairs of the Company i.e. prejudicial to the interests of the stakeholders/members or to the public. TECHNICAL IRREGULARITIES 18. The Applicant has pointed out that the Petitioner has not disclosed the rank of the parties who are sought to be arrayed as Respondents in the Company Petition. It is evident from the Petition that instead of Respondents in the Petition it is stated as Particulars of the Companies - Parties in this Company Petition . 19. It is also seen that in the Company Petition the Petitioner has arrayed 7 companies as Respondents. Since the shareholding pattern and Board of directors of the Company varies from Company to Company a Petition against 7 different Respondent Companies is not permissible under Section 241 of the Companies Act, 2013. The Petitioner failed to provide the Articles of Association (AoA) and Memorandum of Association (MoA) of each Company which were arrayed as Respondents. 20. The petitioner has filed the Company Petition against 7 Companies, who does not hold minimum threshold mentioned under Section 244 of the Companies Act, 2013. According to t ..... X X X X Extracts X X X X X X X X Extracts X X X X
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