Tmt. Sulochana vs Arunodhaya Enterprises Limited & Ors

TMT. Sulochana ...Appellant

Vs.

Arunodhaya Enterprises Limited & Ors. ...Respondents

Present: For Appellant: - Mr. Sougat Sinha and Mr. Manoj Kumar, Advocates.

ORDER

15.05.2018─ This appeal has been preferred by the Appellant

(hereinafter referred to as "Petitioner") against judgment and order dated

29th December, 2017, passed by the National Company Law Tribunal

(hereinafter referred to as "Tribunal") Chennai Bench, Chennai, after

delay of forty-five days. Being satisfied with the grounds shown by the

Appellant, the delay in preferring the appeal is condoned.

2. The Petitioner preferred a petition under Sections 397 and 398 of

the Companies Act, 1956 (now Sections 241 and 242 of the Companies

Act, 2013) alleging 'oppression and mismanagement against 2nd to 4th

Respondents. Her grievance is that the Tribunal without appreciating

the facts and evidence, has dismissed the petition by impugned order

dated 29th December, 2017.

3. Learned counsel for the petitioner contended that the 2nd

Respondent was appointed as Managing Director on 16th December, 2002

and the Petitioner was disqualified under section 274(1)(g) of the Companies Act, 1956. The 2nd Respondent was illegally appointed

pursuant to EGM held on 16th December, 2002. According to her, the

appointment of the 2nd Respondent is null and void as her initial

appointment as Director itself was invalid and not enforceable as in the

Article of Associations, the Petitioner was shown as Managing Director.

4. In this case, there is delay of six years in filing the petition. The

appointment was made in the year 2002 and petition was filed in the year

2008. According to the Appellant, there is no delay as she came to know

only in the year 2006-07 when the land of the company was sold by the

2nd Respondent. However, such ground cannot be accepted for the

appointment of the Managing Director having been made on 16th

December, 2002.

5. So far as the appointment of the 2nd Respondent is concerned, it

was made after following procedure, and therefore, the Petitioner cannot

take plea that they had no knowledge of the same.

6. In so far it relates to sale of land, as it was sold by the Board of

Director's in the interest of the company and the amount has gone in

the accounts of the company, no interference is called for.

7. We find no merit in this appeal. It is accordingly dismissed.

However, in the facts and circumstances of the case, there shall be no

order as to costs.

(Justice S.J. Mukhopadhaya) Chairperson

(Justice Bansi Lal Bhat) Member(Judicial) Ar/uk