Tribunal denies interim relief, restricts construction on leased land

The Tribunal rejected the interim reliefs sought by the petitioner but acknowledged the questionable actions of Respondent No. 2 and 3 regarding the lease agreement and resolutions. The Tribunal ordered that no construction or new installations should be made on the leased land, and the possession should remain with Respondent No. 1 Company during the pendency of the application. The case was listed for further proceedings on 19/08/2020.

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Issues Involved:
1. Validity of the Lease Agreement dated 03.12.2019.
2. Fitness of Respondent No. 2 to act as Director.
3. Validity of resolutions passed by Respondent No. 2 and 3.
4. Shareholding discrepancy and transfer of shares.
5. Investigation into the affairs of Respondent No. 1 Company.
6. Interim reliefs sought by the petitioner.

Issue-wise Detailed Analysis:

1. Validity of the Lease Agreement dated 03.12.2019:
The petitioner sought to declare the Lease Agreement dated 03.12.2019 as null and void, arguing that it was executed without the knowledge of the board and shareholders. The lease was purportedly for five years, extendable up to thirty years, and was entered into by Respondent No. 2 and 3 with M/s. MBEV Spirits Pvt. Ltd., controlled by the same respondents. The petitioner argued that the lease deed lacked legal sanctity as it was not registered as required under Section 7(1)(d) of the Registration Act, 1908, making it ineffective under Section 49 of the same Act. Additionally, the petitioner highlighted that the lease deed was executed without proper board resolution, violating Sections 101 and 118 of the Companies Act, 2013. The Tribunal found that the lease deed executed on 03.12.2019 was indeed not registered initially and was later registered for 29 years, raising questions about its validity and the intentions behind it.

2. Fitness of Respondent No. 2 to act as Director:
The petitioner claimed that Respondent No. 2 was not fit to continue as a director due to the alleged illegal acts and mismanagement. It was argued that Respondent No. 2, along with Respondent No. 3, acted in a manner prejudicial to the interests of the shareholders and the company by entering into the lease agreement without proper authorization and disclosure of interest, violating Sections 184 and 188 of the Companies Act, 2013. The Tribunal noted these allegations but decided to address the main reliefs at a later stage.

3. Validity of Resolutions Passed by Respondent No. 2 and 3:
The petitioner challenged the validity of resolutions passed by Respondent No. 2 and 3, arguing that no notice was provided to the petitioner, violating Section 101 of the Companies Act, 2013. The Tribunal acknowledged that the resolutions were passed without proper notice, making them questionable. The Tribunal also noted that the lease deed was executed based on an incomplete quorum, further invalidating the resolutions.

4. Shareholding Discrepancy and Transfer of Shares:
The petitioner argued that the agreed 33% shareholding was not allotted, and only 24.91% was given, with the remaining 8% under the control of a trust, amounting to oppression and mismanagement. The Tribunal recognized this discrepancy but deferred the detailed examination of this issue to the final hearing.

5. Investigation into the Affairs of Respondent No. 1 Company:
The petitioner sought an investigation into the affairs of Respondent No. 1 Company, alleging mismanagement by Respondent No. 2, 3, and 4. The Tribunal acknowledged the allegations but decided to consider this request during the final hearing.

6. Interim Reliefs Sought by the Petitioner:
The petitioner sought various interim reliefs, including maintaining the status quo regarding the board of directors and shareholding, preventing interference with the possession of the land, and restraining Respondent No. 2, 3, and 4 from transferring or encumbering assets. The Tribunal found that the petitioner did not establish a prima facie case or balance of convenience in their favor. However, the Tribunal ordered that no construction or new installations should be made on the leased land, and the possession should remain with Respondent No. 1 Company during the pendency of the application.

Conclusion:
The Tribunal rejected the interim reliefs sought by the petitioner but acknowledged the questionable actions of Respondent No. 2 and 3 regarding the lease agreement and resolutions. The Tribunal ordered that no construction or new installations should be made on the leased land, and the possession should remain with Respondent No. 1 Company during the pendency of the application. The case was listed for further proceedings on 19/08/2020.

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