2018 (9) TMI 1965 - AT - Companies Law

Appellate Tribunal grants impleadment in Company Petition, criticizes NCLT's decision. Procedural errors highlighted.

The Appellate Tribunal allowed the Appellant's impleadment in the Company Petition after NCLT initially rejected it. NCLT's decision was criticized for ... Oppression and Mismanagement - Rejection of impleadment of appellant - Appellant claimed that the original Petitioner was indulging in illegalities and non-compliance and fabrication of documents and claimed dismissal of the Company Petition - HELD THAT:- The NCLT could not have again sat over the matter to see whether the Appellant had made out a case or not of being shareholder. The original Petitioner has proposed to maintain the petition on the basis of support of 23 members. The Appellant was pointing out that the claim on the basis of which 23 members claimed rights, is a disputed question and the Respondents from whom those persons claimed to have got rights was the disputed question. In such situation in the first place itself, CA 1/2013 should have been allowed. When the rejecting of the CA 1/2013 had been set aside, it was not proper for NCLT not to treat the Appellant as the impleaded Respondent. At such preliminary stage, it was not necessary for the NCLT to go into what has been observed in OS 590 of 2009 relating to disputes between the parties, especially when it is stated before us (and not denied by the counsel for Respondents) that Appeal against the Impugned Order in OS 590 of 2009 is still pending. The impleadment application already stood disposed vide this Tribunal’s earlier Judgement and the NCLT had no other option but to proceed with the matter treating the Appellant as party Respondent - petition disposed off. Issues:- Impleadment of the Appellant in the Company Petition- Rejection of impleadment by NCLT- Analysis of additional documents and claims- Judicial review of NCLT's decision- Locus standi of the AppellantImpleadment of the Appellant in the Company Petition:The Appellant, a registered society, sought impleadment in a Company Petition claiming to be the sponsor and majority shareholder of the Respondent Company. The original Petitioner alleged oppression and mismanagement, claiming consent of 23 members to maintain the petition. The Appellant contested this claim, asserting ownership of 520 equity shares and challenging alleged transfers. Initially rejected by NCLT, the Appellant's impleadment was allowed by the Appellate Tribunal, directing NCLT to hear the case on merits.Rejection of Impleadment by NCLT:NCLT, in an Impugned Order, disregarded additional documents accepted by the Appellate Tribunal and concluded that the Appellant lacked locus standi due to alleged share transfers. The NCLT's decision was based on the original Petitioner's assertions, overlooking the Appellate Tribunal's findings. The NCLT's approach was criticized for deviating from judicial discipline and not respecting the Appellate Tribunal's ruling on the impleadment issue.Analysis of Additional Documents and Claims:The Appellate Tribunal had accepted documents showing the Appellant's shareholding, contradicting NCLT's rejection of impleadment. The NCLT's reliance on the original Petitioner's rejoinder to dismiss the Appellant's claim was deemed inappropriate. The Appellate Tribunal emphasized that the Appellant had made a prima facie case for impleadment, and the NCLT's actions were not in line with the earlier Tribunal's judgment.Judicial Review of NCLT's Decision:The Appellate Tribunal conducted a thorough review of NCLT's decision, highlighting discrepancies and procedural errors. It criticized NCLT for disregarding its earlier ruling on impleadment and for delving into disputed issues prematurely. The Appellate Tribunal emphasized that the Appellant should have been treated as a party Respondent after the impleadment application was allowed, as per its previous judgment.Locus Standi of the Appellant:Ultimately, the Appellate Tribunal set aside NCLT's Impugned Order, directing that the Appellant be treated as a party Respondent in the Company Petition and heard on merits. The case was to be expedited for resolution, and the Appeal was allowed without costs. The judgment underscored the importance of upholding the Appellate Tribunal's decisions and ensuring fair consideration of impleadment requests based on prima facie evidence.