TaxTMI 
TaxTMI 
2021 (2) TMI 1136
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.... against a single Company. The management of the seven Companies are not identical. The objects and shareholding pattern of the Companies are different. It is further stated that, it is apparent that a single Petition has been filed under Section 241(1)(b) to avoid the payment of the Fee prescribed in the Schedule of Fees in the NCLT Rules, 2016. The Applicants contention is that Respondents should have filed seven separate Petitions and remitted the prescribed fees as per the Rules. It is also stated that the averments in the Company Petition pertain to regulating the conduct of the Companies under Sec. 242(4), rectification of register of members under Sec. 59 consequent to a restructuring of capital under a Scheme proposed to be framed under Section 230. For these sections separate fee also to be paid by the petitioner. 4. It is further stated that the Respondent has not disclosed the rank of the parties who are sought to be arrayed as Respondents in the Company Petition. While he has arrayed seven companies as necessary parties, he has not identified the person/persons who should be made answerable for the alleged mismanagement and oppression. It also stated that the Respond....
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....d Ors. [(2018) 14 SCC248] in which it is stated: - "17. In the facts and circumstances of the case, we are of the considered view, that the instant appeal deserves to be dismissed with exemplary costs, on account of the abuse of the judicial process, by the Appellant - the Haryana Federation. Accordingly, the appeal is dismissed with costs quantified at Rs. 5,00,000/- (Rupees five lakhs). The aforesaid costs shall be deposited by the Haryana Federation with the Supreme Court Advocates-on-Record Welfare Trust, within one month. In case the costs are not deposited within the time indicated hereinabove, the Registry shall re-list the matter for an open Court hearing for recovery of costs." Submissions of the Respondent 9. A reply has been filed by the Respondent/Petitioner in CP/41/KOB/2020 stating that instead of filing the Application under Rule 32, the Applicant filed the Application under Rule 41. The Petition is filed under Section 241(1)(b) and the heading itself was given as 'Restructuring Capital' which envisages several reliefs which are as under: - (a). the regulation of conduct of affairs of the company in future; (b). the purchase of shares....
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.... follows: - (1) Any member of a company who complains that- (a) the affairs of the company have been or are being conducted in a manner prejudicial to public interest or in a manner prejudicial or oppressive to him or any other member or members or in a manner prejudicial to the interests of the company; or (b) the material change, not being a change brought about by, or in the interests of any creditors, including debenture holders or any class of shareholders of the company, has taken place in the management or control of the company, whether by an alteration in the Board of Directors , or manager, or in the ownership of the company's shares , or if it has no share capital, in its membership, or in any other manner whatsoever, and that by reason of such change, it is likely that the affairs of the company will be conducted in a manner prejudicial to its interests or its members or any class of members, may apply to the Tribunal , provided such member has a right to apply under section 244, for an order under this Chapter. It is quite apparent from a bare reading of the aforesaid provision of Section 241 that 'Mismanagement' means the affairs of the c....
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....e intention or that such violation was burdensome, harsh and wrongful. It was also pointed out that a series of illegal acts following upon one another can, in the context, lead justifiably to the conclusion that they are part of the same transaction, of which, the object is to cause or commit the oppression of persons against whom those acts are directed." 16. The judgement of Needle Industries (India) Ltd vs. Needle Industries Newey (India) Holding Ltd (Supra) and Shanti Prasad Jain vs. Kalinga Tubes Ltd (Supra) inter alia reads 'that it has been held that the person complaining of oppression must show that they have been constrained to submit a conduct which lacks probity, conduct which is unfair to them and which cause prejudice to them in exercise of their legal and proprietary rights as shareholders. It was further held oppression should be a continuous act continuing till the date of filing the petition.' 17. Here it is noteworthy to mention that the Company Petition does not raise a single act of oppression or mismanagement in the affairs of the Company i.e. prejudicial to the interests of the stakeholders/members or to the public. TECHNICAL IRREGULARITIES 18. T....