TaxTMI 
TaxTMI 
TaxTMI 
2022 (6) TMI 1223
X X X X Extracts X X X X
X X X X Extracts X X X X
.... V.G Joseph and 7 others under Rule 11 of the NCLT Rules, 2016 against Alexander Correya and 12 others seeking the following reliefs: IVNP/1(KOB)/2022 a) Order and direct conduct of due election of the Board of Directors for managing the affairs of the 4th Respondent company, in terms of Articles of Association of 4th respondent company, by appointment of a commissioner for conduct of such election, as this Tribunal may deem fit to appoint; and further directing that management of the affairs of the 4th respondent company be entrusted to the Board of Directors so elected; and IVNP/2(KOB)/2022 a) Permit the applicants to be heard on being impleaded as party Respondents in TCP/21/KOB/2019 on the files of this Tribunal; Since they are interconnected, they are being disposed of with this common order. 2. The brief facts are that the TCP/21/KOB/2019 has been filed by Alexander Correya and Others against M/s. Bhagyodayam Company and Others under Section 241 and 242 of the Companies Act, 2013 alleging act of oppression and mismanagement. Vide order dated 28.08.2018, the NCLT Chennai Bench superseded the Board of Directors and appointed Justice (Rtd) Mr. K Narayana Kurup as the Adm....
X X X X Extracts X X X X
X X X X Extracts X X X X
....pondent company and its functioning to a grinding halt, depleting its finances too, with over Rs. 12 lakhs a year being unnecessarily expended from the funds of the company towards remuneration of Administrator with no commensurate to profits or gains whatsoever to the 4th respondent company; and there being allegations of mismanagement raised both by Administrator and Auditors against each other. 4. The intervening Petitioners are members of the 4th respondent company who have real interest in the affairs of the 4th respondent company and being entitled to be heard in the matters concerning the affairs of the 4th respondent as also in the above Company petition they seek to get themselves impleaded as party Respondents in the above Company Petition. The administrator on behalf of the 4th respondent in INV.P No. 1 & 2 of 2022 filed Common Counter Affidavit contending as under: - 5. The intervening petitions are not maintainable in the facts and circumstances of the case. That the contentions raised by the Petitioners for seeking order and direct to conduct the election to the Board of Directors for managing the affairs of 4th respondent Company, in terms of AoA of 4th Respondent....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... asked for production before the Hon'ble NCLAT have not so far been produced and steps are being taken by the Administrator for getting the original documents from the then Managing Director of the Board. 10. The former Administrator had convened a meeting of the Petitioners and Respondents in CP 29 of 2017 at 3.00 pm on 22.11.2018. The said meeting was attended by the petitioners and their counsel and Adv. Rajesh Vijayan for and on behalf of R2 to R6 in the said CP. So many illegal activities like letting a portion of company building to son of Shri. Gasper Correya, a director of the Company, executing a lease agreement leasing a valuable property of the Company illegally for running the business of Pay & Park, running a Chitty Company namely M/s. Bhagyodayam Kuries Pvt. Ltd in the company premises are brought to the notice of the Administrator in the said meeting and actions were taken by the former Administrator. 11. During the span of 3 years the former Administrator had unearthed diversification of funds running to crores of rupees by R2 to R6 in the CP 29 of 2017, besides digging up several shady deals of immovable properties and doling out crores of rupees of the Company t....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ements of sale entered into between the company and Respondents 10 to 13 herein were declared illegal, null and void. The removal of the Respondents 1 to 3 herein from the membership of the company was declared null and void and was set aside and further held that the order is applicable to all removed members who have been removed illegally. The Tribunal also found that all the alleged actions in the affairs of the company are found to be taken either in violation of court orders or in violation of the clauses of AOA and further decided to appoint an Administrator to look into the affairs of the Company. 16. The NCLT, Chennai vide order dated 31.10.2018 was appointed Retd. Dr. Justice Shri. Narayana Kurup, an Acting Chief Justice of Madras High Court as the Administrator superseding the Board in existence to carry out the functions of the company until further orders. The mandate of the Administrator is very clear from paragraph 16 of the order dated 28.08.2018 of NCLT Chennai. It is only after completing the mandate in paragraph 16 that the Administrator can conduct elections in accordance with Clause 26 of the Articles of Association. The Administrator after assuming charge has....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... (AT) 439/2018 before the Hon'ble NCLAT. The Hon'ble NCLAT, Delhi heard the appeals in detail on 23.07.2020, and vide order dated 23.07.2020 dismissed the appeals upholding the findings of the Hon'ble NCLAT, Chennai. On dismissal of the Appeals, Respondents 5 to 9 herein, preferred Civil Appeal 2999/2020 before the Hon'ble Supreme Court. The Hon'ble Supreme Court of India heard the Appeal in detail on 19.11.2020 and rejected all the contentions raised by the Appellants therein and dismissed the Civil Appeal No. 2999/2020 vide judgment dated 19.11.2020. 21. Since all the contentions raised by the Respondents/ superseded Managing Directors and Trustees before the NCLT Chennai Bench have been rejected by that Bench, which was appealed before Hon'ble NCLAT and Hon'ble Supreme Court and there also they failed, these Petitioners who are stated to be binamis of the suspended Managing Directors and Trustees cannot now come forward with an application for impleadment at this belated stage. Hence, we are not inclined to accept their contention for an impleadment in TCP/21/KOB/2019. Accordingly, IVNP/2/KOB/2022 is dismissed. 22. With respect to the reliefs sought for in IVNP....