Tribunal grants interim relief in shareholding dispute under Companies Act

The Tribunal found in favor of the petitioners in a shareholding dispute and quasi partnership claim under sections 241/242 of the Companies Act, 2013. Interim reliefs were granted, including restoring petitioner no. 1 as Director, joint operation of bank accounts, and prohibiting asset disposal without Tribunal approval. The company was marked as "under management dispute," with the main petition set for final disposal on 31.08.2022. The respondents' actions, including removal of directors and fund-raising methods, were scrutinized, with concerns raised over lack of justification.

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Issues:
1. Shareholding dispute and quasi partnership claim under sections 241/242 of Companies Act, 2013.
2. Allegations of illegal right issues/private placements, mismanagement, and oppression.
3. Dispute over directorship removal and control of company assets.
4. Allegations of forged signatures and non-compliance with Companies Act, 2013.
5. Request for interim reliefs and appointment of Special Officer or Director.
6. Respondents' defense against partnership claim and justification for actions taken.
7. Consideration of interim reliefs and potential irreparable loss to petitioners.

Analysis:
1. The petitioners claimed a quasi partnership with equal shareholding in the respondent company, alleging a reduction in their shareholding to 0.2% through illegal right issues and private placements. They sought interim reliefs to prevent asset disposal and appoint a Special Officer. The respondents disputed the partnership claim, stating the actions were to clear dues and followed due process in removing directors.

2. The respondents defended their actions, including the removal of directors and raising funds through right issues to clear dues. The Tribunal noted the purchase of assets from another company, Somil Ispat Private Limited, supporting the petitioners' quasi-partnership claim. Lack of justification for fund-raising methods and removal of petitioner no. 1 as Director raised concerns.

3. Considering potential irreparable loss, the Tribunal granted interim reliefs, restoring petitioner no. 1 as Director, joint operation of bank accounts, and prohibiting asset disposal without Tribunal approval. The Registrar of Companies was directed to mark the company as "under management dispute." The main petition was scheduled for final disposal on 31.08.2022, with certified copies to be issued to concerned parties upon request.

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