The Tax Publishers 2017 TaxPub(CL) 0418 (DEL) : (2017) 202 CompCas 0619

 

Pramod Khosla v. Khosla Steel Industries (P) Ltd. & Ors.

 

COMPANIES ACT, 1956

--Oppression and mismanagement--Appeal against the order of NCLTPrayer and facts different in petitions before NCLT and High Court--Not amounted to review of earlier order--Where an appeal was filed against the order of NCLT, in which RoC was directed to delete the names of appellants from signatory details of the MCA portal of the company, the appeal was dismissed as appellant had suppressed the material facts, including the prayer and the fact relating to the company, which was reagitated. Further prayer was different in the two different petitions, so it did not amount to review of earlier order.--Appellants P and others filed an appeal against the order of NCLT, in which respondents K company and individual lady N, filed petition under sections 397 and 398 before CLB alleging acts of oppression and mismanagement against P and K, which was dismissed by the CLB on the ground that a winding up case was pending before High Court. After dismissal of winding up petition, respondents reagitated the dispute and prayers, The tribunal while allowing the petition held that for a declaration that board's meetings held by nominated directors, i.e., holding company, were legal, and correct and that board's meetings held by the appellants, were illegal and incorrect, in which NCLT directed the RoC to delete names of P and others from the signatory details of MCA portal of the company. P and others contended that the power exercised by the NCLT amounted to sitting in appeal over the decision of the High Court, which had already passed an interim order in a case preferred by B against the order and judgment passed by the CLB, in which the High Court had ordered for investigation by the Income-tax Department concerning the dispute of purported ownership and membership rights between K family members and outsider B and N. Held: While appellants P and others alleged oppression and mismanagement against B, such prayer was not made by the respondent in their petition, where oppression and mismanagement had been made against P and K. Therefore, the prayer was different. Appellants had suppressed the material facts, including the prayer and the facts relating to petition, which was reagitated and prayer was different in the two different petitions, it was not possible for the Appellate Tribunal to hold that the impugned order amounted to review of earlier order passed by the CLB. For the same reason, it was not possible for the Appellate Tribunal to hold that the impugned order was conflicting with the order passed by the High Court. Hence, the appeal was dismissed.

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