Tribunal dismisses petition, deems EOGM invalid, refers issues to civil court for resolution.

The tribunal found no oppression or mismanagement by the respondents. The Extraordinary General Meeting (EOGM) held on 17.12.2012 was deemed invalid. Issues regarding resolutions dated 01.08.2012 and 15.10.2012, the Memorandum of Understanding (MoU) dated 15.02.2013, and actions by respondent No. 10 were referred to the civil court for resolution. The petition was dismissed, and no relief was granted.

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Issues Involved:
1. Legality of continuation of respondent No. 2 as director.
2. Allegation of forgery in the Board resolution dated 01.08.2012.
3. Validity of the Extraordinary General Meeting (EOGM) held on 17.12.2012.
4. Validity of the Memorandum of Understanding (MoU) dated 15.02.2013.
5. Validity of the deed of conveyance and agreement dated 04.03.2013.
6. Validity of actions by respondent No. 10 regarding transfer of plots.

Detailed Analysis:

Point No. 1: Legality of Continuation of Respondent No. 2 as Director

Petitioner argued that respondent No. 2’s continuation as Director after 30.09.2010 was illegal under Section 260 of the Companies Act, 1956. Respondent No. 2 was appointed as Additional Director on 29.07.2010, but there was no agenda for his regular appointment in the AGM held on 30.09.2010. However, petitioner No. 1 and respondent No. 2 signed several statutory documents post 30.09.2010, acknowledging respondent No. 2 as Director. These included annual returns, financial accounts, and various resolutions. Given this, the tribunal found that petitioner No. 1’s challenge was raised only after steps were taken to transfer plots to respondent No. 3, indicating a motive to defeat this transfer. Thus, this issue did not support the petitioner’s case under Sections 397 and 398 of the Companies Act, 1956.

Point No. 2: Allegation of Forgery in Board Resolution Dated 01.08.2012

Petitioner claimed his signature on the Board Resolution dated 01.08.2012 was forged. The tribunal noted that a forensic expert confirmed the genuineness of the signatures. Additionally, the Gujarat High Court had already ruled that issues of forgery are not amenable to writ jurisdiction and should be decided in civil or criminal courts. Since the petitioner had already raised this issue in a civil suit, the tribunal deferred to the civil court’s jurisdiction to resolve this matter.

Point No. 3: Validity of EOGM Held on 17.12.2012

Petitioner argued that no Board meeting was held to convene the EOGM on 17.12.2012 and that he did not receive notice. The tribunal found that while notice of the EOGM was sent via speed post, there was no evidence of a Board meeting held on 11.12.2012 to authorize the EOGM. Therefore, the resolution passed in the EOGM was deemed illegal.

Point No. 4: Validity of MoU Dated 15.02.2013

The MoU dated 15.02.2013 was based on the Board Resolution dated 01.08.2012, which authorized respondent No. 2 to act on behalf of the company. Given the unresolved issue of forgery, the tribunal stated that the validity of the MoU could only be determined once the forgery issue was resolved by a civil court. The tribunal noted that the MoU gave the guarantor (respondent No. 3) the right to pay the outstanding loan and get the company’s properties transferred to his name.

Point No. 5: Validity of Deed of Conveyance and Agreement Dated 04.03.2013

The deed of conveyance and assignment dated 04.03.2013, executed between the first respondent company and respondent No. 3, was contested. The tribunal held that the validity and authority of this conveyance deed must be decided by the civil court where the petitioner had already filed a suit.

Point No. 6: Validity of Actions by Respondent No. 10 Regarding Transfer of Plots

Petitioner challenged the actions of respondent No. 10 in rejecting the letter dated 06.04.2011 and acting on the letter dated 15.02.2013, which led to the transfer of plots to respondent No. 3. The tribunal noted that the Gujarat High Court dismissed the petitioner’s Special Civil Application No. 7735 of 2013 due to suppression of material facts and directed that the issues of forgery and the validity of the transfer be decided by the civil court.

Conclusion:

The tribunal found no acts of oppression or mismanagement by the respondents. The EOGM conducted on 17.12.2012 was invalid. Issues related to the resolutions dated 01.08.2012 and 15.10.2012, the MoU dated 15.02.2013, and the final order by respondent No. 10 must be decided by the civil court. Therefore, no relief was granted in this petition, and it was disposed of accordingly.

Order:

Petition disposed of. Pending applications closed. No order as to costs.

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