Tribunal denies interim reliefs in Companies Act application alleging oppression during lockdown

The Tribunal denied interim reliefs in an application under sections 241 and 242 of the Companies Act, 2013, alleging oppressive conduct by respondents in managing affairs of R1 company during the COVID-19 lockdown. The Tribunal found no merit in the petitioners' allegations of oppression and prejudice, rejected their request for interim injunctions, and directed parties to file necessary affidavits for further consideration post-lockdown. The Tribunal emphasized equity and business continuity, acknowledging disruptions caused by COVID-19 and Cyclone 'Amphan'.

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Issues:
Application under sections 241 and 242 of the Companies Act, 2013 alleging oppressive conduct by respondents in managing affairs of R1 company during COVID-19 lockdown.

Analysis:
1. Urgency for Early Hearing:
- Application filed seeking early hearing through video conferencing due to COVID-19 lockdown disruption.
- Tribunal listed the matter promptly after finding the urgency satisfactory.

2. Allegations of Oppression and Prejudice:
- Petitioners allege illegal management of R1 company by respondents, including changing account operations and committing fraud.
- Petitioners apprehend issuance of fresh shares to dilute their rights, seek interim injunctions.

3. Board Meeting and Resolutions:
- Dispute over validity of board meeting and resolutions passed on 20/01/2020.
- Respondents claim proper notice served, minutes recorded with presence of petitioners.
- Tribunal finds extract of minutes provided by respondents credible in absence of contrary evidence.

4. Appointment of Additional Directors:
- Petitioners challenge appointment of additional directors without provision in Articles of Association.
- Respondents justify appointments due to alleged non-cooperation of petitioners and necessity for day-to-day operations.

5. Fraudulent Actions:
- Allegations of fraudulent signature collection for bank account operations.
- Tribunal finds petitioners' story unbelievable given their business acumen and circumstances presented by respondents.

6. Equitable Relief and Interim Injunction:
- Tribunal considers overall circumstances and lack of explanation for delay in filing application.
- Rejects petitioners' apprehensions of share dilution and grants no interim reliefs due to COVID-19 disruptions and balance of convenience.

7. Judicial Discretion and Future Proceedings:
- Tribunal acknowledges unprecedented disruptions caused by COVID-19 and Cyclone 'Amphan'.
- Directs respondents to file reply affidavit, schedules further consideration post-lockdown, emphasizing equity and business continuity.

8. Conclusion and Directions:
- Tribunal denies interim reliefs, directs parties to file necessary affidavits, and sets next hearing date post-lockdown.
- Registry instructed to circulate order copies to all parties and counsels promptly.

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