HEMANT MAHABALA KOTIAN Vs. BATTO GREEN BATTERIES INDIA PVT LTD
LAWS(NCLT)-2016-11-15
NATIONAL COMPANY LAW TRIBUNAL
Decided on November 17,2016

HEMANT MAHABALA KOTIAN Appellant
VERSUS
BATTO GREEN BATTERIES INDIA PVT LTD Respondents

JUDGEMENT

M.K. Shrawat, Member - (1.)From the side of the Applicant Ld. Counsel Ms. Anagha Anasingaraju appeared and he pleaded that the Petition under consideration is not maintainable.
(2.)On this issue IA 49/2016 was submitted on 15.9.2016 wherein it is alleged that the Petitioner No. 1 Mr. Hemant Mahabala Kotian has not established the oppression and mismanagement in the Petition, hence the Petition is not maintainable and to be rejected at the preliminary stage itself. The Ld. Counsel has vehemently argued that the Company namely M/s. Batto Green Batteries India Pvt. Ltd. was incorporated in the year 2011 and the Petitioner No. 1 as well as Respondent No. 2 of the Petition were the first Directors having equal shareholding.
(3.)On the question of non-maintainability, the first ground was that the decision taken in the meeting of the Board of Directors was always in the presence of the Petitioner; hence it is wrong to allege that the action against him was illegal in any manner. The second point of argument is that the shares of the Petitioner were transferred in favour of Respondent No. 3 as per the consent and Agreement of Petitioner No. 1 for which he has duly signed the Transfer Forms and also received the consideration through banking transaction. Therefore, it was wrong on the part of the Petitioner to allege that transfer of shares was not bona fide. The next argument of the Ld. Counsel is that the stake of the Petitioner is very nominal if compared with the amount invested by Respondent No. 2 and Respondent No. 3 in the said Company Petition. As per the chart of percentage of holdings and investments, the other two Directors are having above 98% stake, however, the Petitioner had only 0.14% stake in the total holding and the capital of the company. The Ld. Counsel has also made certain allegations that the Petitioner is having parallel business of selling the Batteries which is illegal. The Petitioner owes more than Rs. 10 lakhs which has not been paid so far to the Respondent No. 1 Company. His conduct remained non-co-operative. The Petitioner had written letters to the banks due to which the accounts have also been freezed. Since the Petitioner himself is acting against the interest of the company and indulged in competitive business activities, he has no right to file any case against the company or the Directors.
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