TaxTMI 
TaxTMI 
TaxTMI 
2019 (10) TMI 1318
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....agee of the property of respondent No. 1-company for the lease obtained by M/s. Bagasa Industries P. Ltd. Petitioners Nos. 1 to 4 along with respondent No. 2 are the children of late Alhaz Bakhtiar Ahmed alias Bakhtiar Ahmed and Mrs. G. Ahmed. 2. It is the contention of the petitioners that the parents of the petitioners and respondent No. 2 are the original shareholders and directors of respondent No. 1-company and subsequent to the death of their parents, respondent No. 2 took absolute control and management of respondent No. 1-company, and also hied two separate cases for issue of succession certificates on the file of the District Judge, Dibrugarh, after the death of their parents without adding them as parties and allotted certain shares to the petitioners and transmitted the share certificates to the petitioners in the year 2004 after obtaining the judgment from the District Court, Dibrugarh. 3. It is the further contention of the petitioners that respondent No. 2 arbitrarily and unilaterally, without the knowledge of the petitioners allotted certain shares to his son and wife and made them directors of respondent No. 1-company, thereby depriving participation and control o....
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....andum of deposit is liable to be cancelled. 5. The petitioners further contend that no notice of members meetings were ever served upon the petitioners as members of respondent No. 1-company. In fact, now there is only a plot of land left in the said respondent No. 1-company with no business at its hand. Since, respondent No. 1-company through its directors gave a security against the loan availed by Bagasa Industries P. Ltd., over the property of respondent No. 1-company in favour of respondent No. 5 who is a creditor of Bagasa Industries P. Ltd., not a creditor of respondent No. 1-company but assets of respondent No. 1-company are mortgaged as security which is liable to be cancelled as the same was done without the consent of all the share-holders/members of respondent No. 1-company. 6. The petitioners further contend that respondent No. 2 suo motu has issued, further 4,420 shares of Rs. 100 each to himself jointly in the name of his minor sons on December 31, 1997 without taking any consent from all the members of respondent No. 1-company and in this behalf a return of allotment was also filed by respondent No. 2 with the Registrar of Companies, Shillong on January 24, 1998. ....
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....certificates in the name of respondent No. 2 and accordingly allotted certain shares to the petitioners in the year 2004. 11. It is the contention of the respondents that Bagasa Industries P. Ltd., was inducted as fourth member in the company by allotting 1,000 shares even during the life time of the parents of the petitioners and respondent No. 2 and the said fact was also intimated to the concerned statutory authorities by filing annual returns in 1995 itself by the father of the petitioners. 12. It is the further contention of the respondents that the parents of the petitioners during their life time neither allotted any shares nor appointed any of the petitioners as directors of respondent No. 1-company, as they were not interested any interference of their daughters in respondent No. 1-company. Respondent No. 2 further contends that respondent No. 1-company never allotted any shares to respondent No. 3, who is the wife of respondent No. 3. 13. The respondents further contend that the notices of annual general meetings were sent to the petitioners each year by ordinary post as per law and the copies of the said notices were also filed with the Registrar of Companies for ever....
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....ng issue No. 2 in the first instance is important. It is the contention of the petitioners that the wrongful acts committed by respondent No. 2 in dealing with the affairs of respondent No. 1-company are continuous wrongful acts and, therefore, the limitation will not apply in cases of continuous wrongs, in order to substantiate the above point, the petitioners relied upon the order dated March 10, 2017 passed by the National Company Law Tribunal, Mumbai Bench in Sadashiv Shankar Patil v. Warna Agro P. Ltd. in I. A. No. 1 of 2017 in T. C. P. No. 86/397-398/CLB/MB/ MAH/2014. 18. Countering the above argument, the respondents contend that the provisions of the Limitation Act, 1963 as far as may be applied to the proceedings or appeals before the Tribunal or the Appellate Tribunal as the case may be, as per section 433 of the Limitation Act and in order to substantiate their argument they have relied upon the following rulings of the hon'ble Supreme Court : (i) Mrs. Lynette Fernandes v. Mrs. Gertie Mathias [2018] 1 SCC 271, paragraphs 11, 12 and 13. (ii) B. K. Educational Services P. Ltd. v. Parag Gupta and Associates [2019] 212 Comp Cas 1 (SC), Civil Appeal No. 23988 of 2017....
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....espondents and also upon perusing section 433 of the Companies Act, we are of the considered opinion that the period of 3 (three) years as provided under article 137 of the Limitation Act is applicable in the present case and the present petition being filed on June 12, 2018 questioning the past 20 years actions of respondent No. 2 having their knowledge is barred by limitation and accordingly, the above issue is decided against the petitioners. 22. Let us examine issue No. 1. The petitioners in the main company petition are seeking quashing and setting aside of several decisions of the respondents in relation to the affairs of the company, since 1997 till the date of filing of the application, though the petitioners being own sisters of respondent No. 2 were having knowledge about the absolute control of respondent No. 2, more so, from the date of death of their parents in 1997. The petitioners did not take any legal steps for all these years. However, the petitioners in the year 2012 filed a company petition bearing C. P. No. 146 of 2012 against Khanikar Tea Estate P. Ltd., and respondent No. 2 claimed inheritance of certain shares held by his father in the above company and the....