Tribunal dismisses Company Petition for non-compliance with Companies Act

The Tribunal found that the Company Petition CP/41/KOB/2020 was not maintainable as it did not comply with the Companies Act, 2013. The Petitioner had filed a single petition against seven different companies, which was impermissible under Section 241. Additionally, the Petitioner failed to establish continuous acts of oppression or mismanagement required under Sections 241 and 242. Procedural irregularities, including improper identification of parties and failure to meet shareholding requirements, further undermined the petition. As a result, the Tribunal declared CP/41/KOB/2020 in its present form as not maintainable and disposed of IA/206/KOB/2020 accordingly.

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Issues Involved:
1. Whether the Company Petition under Section 241(1)(b) of the Companies Act, 2013 is maintainable against multiple companies.
2. Whether the Petitioner has established a case of oppression and mismanagement.
3. Whether the Petitioner has complied with procedural requirements, including the payment of prescribed fees and proper identification of parties.

Issue-wise Detailed Analysis:

1. Maintainability of Company Petition under Section 241(1)(b) against Multiple Companies:

The Applicants contended that Section 241(1)(b) of the Companies Act, 2013 allows filing a petition against a single company, and the management of the seven companies involved is not identical. They argued that the Petitioner filed a single petition to avoid paying the prescribed fees for multiple petitions. The Tribunal found that the Petitioner had indeed filed the Company Petition against seven different companies with varying shareholding patterns and management, which is not permissible under Section 241. The Tribunal emphasized that the Petitioner should have filed separate petitions for each company and paid the appropriate fees.

2. Establishment of Oppression and Mismanagement:

The Tribunal examined whether the Petitioner had made out a case under Sections 241 and 242 of the Companies Act, 2013. The Tribunal noted that the Petitioner sought reliefs related to the restructuring of shareholdings and directorships based on a MoU dated 15.09.2016, aiming to resolve family disputes within the RBG HUF family group. The Tribunal found that such reliefs cannot be granted under Sections 241 and 242, as the Petitioner failed to establish continuous acts of oppression or mismanagement. The Tribunal referenced the Supreme Court judgments in Shanti Prasad Jain vs. Kalinga Tubes Ltd and Needle Industries (India) Ltd vs. Needle Industries Newey (India) Holding Ltd, which require continuous acts of oppression up to the date of the petition. The Tribunal concluded that the Company Petition did not raise a single act of oppression or mismanagement prejudicial to the interests of stakeholders or the public.

3. Procedural Requirements and Identification of Parties:

The Applicants pointed out several procedural irregularities, including the Petitioner's failure to disclose the rank of the parties and the improper arraying of seven companies as Respondents. The Tribunal found that the Petitioner had not provided the Articles of Association (AoA) and Memorandum of Association (MoA) of each company involved. Additionally, the Tribunal noted that the Petitioner did not hold the minimum threshold of shareholding required under Section 244 of the Companies Act, 2013, in three of the companies (RBG Commodities, RBG Broking, RBG Vyapar).

Conclusion:

The Tribunal concluded that the Company Petition CP/41/KOB/2020 is not maintainable as it does not comply with the Companies Act, 2013, and the prescribed rules. The Tribunal held that the Petitioner must challenge the actions of the companies through separate applications, ensuring all proper parties are impleaded to provide them an opportunity to defend their case. Consequently, IA/206/KOB/2020 was disposed of, declaring that CP/41/KOB/2020 in its present form is not maintainable.

Dated the 16th day of February, 2021.

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