RINKU SHARMA …PETITIONER VERSUS MODERN MEDICO SOLUTIONS PVT. LTD. & ORS. CA No. 02/JPR/2024 & CP No. 27/241-242/JPR/2023
Facts:
1) Respondent Company is a closely held Private Limited Company, which was incorporated on 19.12.2007 by Rajeev Porwal (‘Respondent No. 2’) under the provisions of the Companies Act, 1956.
2) The Petitioner, who was running her diagnostic centre was approached by Rajeev Porwal (‘Respondent No. 2’) and Manisha Porwal (‘Respondent No. 3°) to join the Respondent Company. Thereafter, the Petitioner was appointed as a Director of the Respondent Company on 25.09.2021. he also became a shareholder of the Respondent Company and held 1,25,000 equity shares amounting to 10% of the total shareholding of the Company.
3) After the appointment of the Petitioner as a Director of the Respondent Company, she has been kept in the dark concerning functioning of the Company. he Petitioner has also not been invited to any of the Board Meetings of the Respondent Company since the date of her appointment. Further, the Petitioner has never been served with any notice pertaining to board meetings as required under the Companies Act, 2013.
Issue: Whether the petition can be admitted ?
Arguments:
Respondent:
1) Counsel submitted that Petitioner is neither a shareholder nor a director in the Respondent Company as on the date of filing of the instant petition. The Petitioner has transferred her shares for a consideration of Rs 12,50,000/- (Rupees Twelve Lakhs Fifty Thousand Only) in favour of Respondent No. 2 and the same has been approved in the Board Meeting of the Company dated 31.03.2022.
2) Counsel submitted that The Petitioner is no longer a member of the Respondent Company and she has also not sought any waiver as provided under Section 244 of the Companies Act, 2013. Therefore, the present Petition is not maintainable and deserves to be dismissed. The Petition does not disclose any existence of oppression and mismanagement in conducting the affairs of the company to justify invoking of Section 241 and 242 of the Companies Act, 2013.
Decision: NCLT dismissed the application.
Rationale:
1) It noted that the proceedings under Section 59 of the Companies Act, 2013 are summary in nature. Thus, the tribunal does not have the jurisdiction to deal with complicated and disputed questions of forgery and fabrication of documents or pass declaratory reliefs of declaring the private transfer of shares as null or void.
2) It held that tribunal does not have the jurisdiction to deal with the complicated issues of forgery concerning the transfer of shares as raised by the Petitioner.
3) It held that Petitioner’s right as a member of the Respondent Company is in dispute and the same cannot be adjudicated upon under Section 59 of the Companies Act, 2013. Further, as per the Annual Report for the year ended on 31.03.2022, the Petitioner did not hold any shares of the Respondent Company as on the date of filing of the Company Petition i.e.,, 07.11.2023 and has ceased to be a shareholder of the Company with effect from 31.03.2022. Therefore, the Petitioner does not fulfil the mandatory condition as prescribed under Section 244 of the Companies Act, 2013.
Order:
