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TMI Blog2022 (7) TMI 663X X X X Extracts X X X X X X X X Extracts X X X X ..... he assets of respondent no. 1 company prior to filling of main company petition. Before purchasing the assets, a notice was published calling upon the objections. The proposed respondent no. 5 may be a bonafide purchaser of the assets. He cannot be dragged into this litigation at this stage, more particularly, when the issue that whether the proposed respondent no. 5 is a bonafide purchaser of the assets? is still pending before the Civil Court. This Tribunal in its limited jurisdiction cannot decide the above civil rights of the parties. Moreover, the issue that whether the main company petition itself is maintainable or not is still pending for consideration of this Tribunal. If the finding on that issue goes against the petitioner, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... A 50 of 2021). 2. The notices were served upon the proposed respondent no. 5 and respondent no. 6. Both appeared and filed their replies objecting to the prayer made therein. 3. We heard learned senior counsel Mr. Navin Pahwa for the petitioner and learned counsel Mr. Pavan S. Godiawala for the proposed respondent no. 5 and learned counsel Ms. Natasha D. Shah for the proposed respondent no. 6. We have gone through the pleadings and material on record. 4. Learned senior counsel Mr. Navin Pahwa for the petitioner submitted that the main company petition is filed alleging oppression and mismanagement against the respondents no. 1 to 4 under section 397-398 of the Companies Act, 1956. The petitioner was the Director of respondent no. 1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f that issue but tried to wide the scope of litigation by filing such applications. He would further contend that when the main petition itself is not maintainable then how any interim application made in the main petition would survive. 6. Learned Counsel brought to our notice the fact that the petitioner had already approached the Civil Court at Surat by filing Special Civil Suit No. 47 of 2016 challenging that sale deed. Learned Civil Judge rejected the petitioner's application for the interim injunction by order dated 27.02.2017. Thereafter, the petitioner filed an appeal in the Hon'ble Gujarat High Court challenging that order. The Hon'ble Gujarat High Court did not stay the order passed by the learned Civil Judge. The p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... roceeding under section 397-398 of the Companies Act, 1956 (now under section 241-242 of the Companies act, 2013) wherein there are allegations in general by the minority shareholders against the majority shareholders about oppression and mismanagement and vice-versa. Apparently, such persons cannot be the necessary parties in such proceedings. 9. In this case, the petitioner alleged that respondent no. 2 has sold the assets of respondent no. 1 company to proposed respondent no. 5. He wanted to challenge that agreement to sell and, hence, requested this Tribunal to make proposed respondent no. 5 as a respondent in the main company petition being a necessary party. The proposed respondent no. 5 thereafter sold the same assets to proposed ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t the sale deed is void. That order is carried in appeal. Now, that appeal is pending before the Hon'ble Gujarat High Court. The Hon'ble Gujarat High Court did not stay above findings of the learned Civil Judge. 11. On this backdrop, it appears to us that the petitioner, having lost in Civil Court way back in the year 2017, has come out with this application. It is seen from the material on record that proposed respondent no. 5 had purchased the assets of respondent no. 1 company prior to filling of main company petition. Before purchasing the assets, a notice was published calling upon the objections. It appears to us that the proposed respondent no. 5 may be a bonafide purchaser of the assets. He cannot be dragged into this lit ..... X X X X Extracts X X X X X X X X Extracts X X X X
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