Appeal Dismissed: Tribunal Upholds Validity of Corporate Actions

The National Company Law Tribunal, Kolkata Bench, upheld the original order dismissing the appeal regarding various issues including the validity of share capital increase, allotment of shares, changes in registered office, directorship, payments stoppage, agreement validity, and allegations of oppression and mismanagement. The Tribunal found in favor of the respondents, stating that the actions taken were justified and lawful, with no merit in the appellants' claims. The appeal was dismissed, and no costs were awarded.

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Issues Involved:
1. Validity of the increase in authorized share capital.
2. Legality of the allotment of shares.
3. Change of registered office and bank account without appellants' knowledge.
4. Validity of directorship and removal of directors.
5. Stoppage of monthly payments to appellants.
6. Validity of the agreement dated 6th May, 1998.
7. Allegations of oppression and mismanagement.

Detailed Analysis:

1. Validity of the Increase in Authorized Share Capital:
The appellants argued that no notice for holding AGM or EOGM was served on them regarding the increase of authorized share capital from Rs. 5,00,000/- to Rs. 15,00,000/-. The respondents countered by stating that the increase was necessary for obtaining credit facilities and that all notices were duly served. The Tribunal found that the interest of the company is paramount and justified the increase in capital as the appellants did not express any inclination to subscribe to the additional capital.

2. Legality of the Allotment of Shares:
The appellants claimed that 12,718 shares were illegally allotted to the respondents. The respondents argued that the allotment was necessary for securing advances and that due notice was sent to the appellants. The Tribunal held that the increase in capital and subsequent allotment were justified as the appellants did not show any willingness to acquire the proportionate shares.

3. Change of Registered Office and Bank Account:
The appellants alleged that the registered office and bank account were changed without their knowledge. The respondents provided evidence of notices sent for these changes and argued that the changes were made for the smooth running of the company. The Tribunal found that the changes were justified and not oppressive as they were made for the company's convenience and within the same city.

4. Validity of Directorship and Removal of Directors:
The appellants contended that the appointment of appellant No.3 as a director was valid despite not filing Form 32 and that her removal was unjustified. The respondents argued that the 3rd appellant did not attend consecutive board meetings and failed to submit necessary documents, leading to her removal as per the law. The Tribunal concluded that the removal was lawful due to non-attendance and non-compliance with statutory requirements.

5. Stoppage of Monthly Payments to Appellants:
The appellants argued that the monthly payments of Rs. 20,000/- were stopped, raising suspicions of foul play. The respondents clarified that the payments included director’s remuneration and rent for the registered office, which ceased upon the director’s death and the office’s relocation. The Tribunal agreed that it was not legitimate to expect continued payments after the director's death and office relocation.

6. Validity of the Agreement Dated 6th May, 1998:
The appellants disputed the validity of an agreement for transferring shares, arguing it was not fully executed and later terminated. The respondents maintained that the agreement was valid, and partial payment was made. The Tribunal noted that the unpaid balance meant some shares were not transferred, and the respondents complied with the Tribunal's order to transfer the remaining shares.

7. Allegations of Oppression and Mismanagement:
The appellants alleged acts of oppression and mismanagement, including manipulation of accounts and records. The Tribunal found no substantial evidence to support these claims, noting that the appellants had delayed raising these issues and failed to establish any acts of oppression or mismanagement.

Conclusion:
The Tribunal upheld the original order, finding no merit in the appellants' claims. The appeal was dismissed, and the order dated 7th July, 2017, by the National Company Law Tribunal, Kolkata Bench, was upheld. No order as to costs was made.

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