Petition Dismissed for Lack of Shareholder Consents and Validity Proof.

The Tribunal dismissed the petition under Sections 397 and 398 of the Companies Act, 1956, due to the petitioner's failure to prove the validity of share transfers and obtain intelligent consents from shareholders as required by Section 399(3) of the Act. The petition was found not maintainable, leading to its dismissal without costs on June 11, 2021.

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Issues Involved:
1. Allegations of oppression and mismanagement under Sections 397 and 398 of the Companies Act, 1956.
2. Legality of the Extra Ordinary General Meeting (EGM) held on 06.02.2010.
3. Validity of the removal of the petitioner from the directorship.
4. Validity of the appointment of new directors and the filing of Form No. 32.
5. Compliance with Section 399 of the Companies Act, 1956 regarding the consent of shareholders.

Detailed Analysis:

1. Allegations of Oppression and Mismanagement:
The petitioner alleged oppression and mismanagement in the affairs of M/s. Mannam Centenary Textiles Limited, seeking multiple reliefs including the declaration that the acts of Respondent Nos. 2 to 5 were oppressive and prejudicial to the interests of the company and its members. The petitioner claimed that the removal from directorship and the subsequent appointments were illegal and void ab initio.

2. Legality of the EGM Held on 06.02.2010:
The petitioner argued that the EGM held on 06.02.2010 was illegal as it was convened without following the due procedure under Section 169 of the Companies Act, 1956. It was alleged that the group of shareholders did not hold one-tenth of the paid-up capital and did not submit a proper requisition to the company. The petitioner further contended that no special notice was issued for his removal, and he was not heard in the meeting, violating Section 284 of the Companies Act.

3. Validity of the Removal from Directorship:
The petitioner contested the validity of his removal from the directorship, arguing that the removal was not in accordance with the statutory provisions. The respondents countered by stating that the petitioner had stopped statutory compliances, leading to mismanagement, and that the removal was justified. They also cited the Supreme Court decision in Hanuman Prasad Bagri and Ors. V. Bagress Cereals Pvt. Ltd. and Ors., which stated that termination of directorship does not entitle one to seek winding up of the company on just and equitable grounds.

4. Validity of the Appointment of New Directors and Filing of Form No. 32:
The petitioner challenged the appointment of new directors and the filing of Form No. 32, claiming these actions were illegal and void. The respondents argued that the appointments and filings were valid and necessary due to the mismanagement by the petitioner. They also alleged that the petitioner had filed false documents to falsify company records.

5. Compliance with Section 399 of the Companies Act, 1956:
The respondents contended that the petition was not maintainable as it did not meet the requirements under Section 399 of the Companies Act, 1956. They argued that the consent obtained from 22 shareholders was not valid and that the petitioner did not hold the requisite shareholding to file the petition. The Tribunal examined the share transfer records and found discrepancies in the dates and documentation, leading to doubts about the validity of the share transfers claimed by the petitioner.

Findings:
The Tribunal found that the petitioner failed to prove the validity of the share transfers and the consent obtained from the shareholders. The Tribunal noted that the consent letters did not meet the requirements of Section 399(3) of the Companies Act, 1956, as they were not intelligent consents. The Tribunal also observed that the petitioner did not comply with the mandatory requirements for filing the petition, leading to its dismissal.

Conclusion:
The Tribunal dismissed the petition for failing to meet the qualifying standards under Section 399 of the Companies Act, 1956, and found that the petitioner did not provide valid consent letters from the shareholders. Consequently, the petition was not maintainable, and the Tribunal dismissed TCP/45/KOB/2019 with no order as to costs. The related IA No.151/KOB/2020 was also disposed of.

Date of Judgment:
Dated the 11th day of June, 2021.

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