Tribunal dismisses petition over share non-allotment, bank account issue, and director reappointment dispute.

The tribunal found no acts of oppression or mismanagement by the respondents in a case involving non-allotment of shares, opening a bank account without consent, and non-reappointment of directors. The tribunal noted that disputes arising from a mutual understanding not included in the Articles of Association were not enforceable. Additionally, the petitioners' failure to secure promised working capital was considered a breach. Consequently, the tribunal dismissed the petition with no orders as to costs.

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Issues Involved:
1. Non-allotment of 19,850 shares to the petitioners.
2. Opening of a bank account with Dhanlaxmi Bank by respondents without consent.
3. Removal of petitioners as Directors in the Annual General Meeting held on 20.09.2010.

Issue-Wise Detailed Analysis:

Point No. 1: Non-allotment of 19,850 shares to the petitioners

The petitioners claimed they paid Rs. 32,98,500 towards share application money for 3,29,850 shares, but only 3,10,000 shares were allotted. The respondents argued that the petitioners submitted share application money for only 3,10,000 shares. The tribunal noted that the share certificates for the remaining 19,850 shares were issued without the company’s seal or authority, merely for record purposes on the petitioners' insistence. The tribunal found that the petitioners did not raise the issue immediately and that the payment of Rs. 32,98,500 was not explicitly stated as share application money. Thus, the tribunal concluded that the non-allotment of 19,850 shares did not amount to oppression.

Point No. 2: Opening of a bank account with Dhanlaxmi Bank by respondents without consent

The petitioners alleged that the respondents opened an account with Dhanlaxmi Bank to siphon funds without their consent. The respondents contended that the account was opened because the petitioners were not co-operating in signing cheques, causing operational difficulties. The tribunal observed that the Chartered Accountant certified that transactions through Dhanlaxmi Bank were exclusively for the company’s business activities. Therefore, while opening the account without consent was improper, there was no evidence of funds being siphoned for personal use. Hence, this act did not constitute oppression.

Point No. 3: Removal of petitioners as Directors in the Annual General Meeting held on 20.09.2010

The petitioners claimed they were removed as Directors in the AGM held on 20.09.2010. The tribunal clarified that the petitioners were appointed as Additional Directors on 25.03.2010, and as per law, they ceased to hold office on the date of the AGM unless reappointed. Since no resolution for their reappointment was passed due to lack of majority support, it was not a case of removal but non-reappointment. Thus, this act did not amount to oppression.

Legal Aspects and Conclusion

The tribunal noted that the disputes arose from a mutual understanding on 17.01.2010, which was not included in the Articles of Association. Citing precedents, the tribunal held that private agreements not incorporated into the Articles are not enforceable under Sections 397-398 of the Companies Act, 1956, or Sections 241-242 of the Companies Act, 2013. The tribunal also noted the petitioners' failure to secure the promised Rs. 150.00 lacs working capital from Citi Bank, which was a breach on their part.

In conclusion, the tribunal found no acts of oppression or mismanagement by the respondents and dismissed the petition, with no orders as to costs.

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