Vijai Pratap Singh, Member - (1.) This Company Application No. 1815/2015 has been filed by Applicant/Respondent No. 20 for dismissal of the C.P. No. 43/2014. Alternatively, the applicant has prayed that C.P. be dismissed as against the applicant or applicant's name be deleted from the array of the respondents.
(2.) Brief facts of the case are such that the petitioner has alleged to be the shareholders of the respondent No. 1 since July, 2010. It has been alleged by the petitioner that the respondent No. 1 is the holding company of the applicant/R-20 and on this basis, reliefs have been claimed against the applicant. As per the averment of the application, it is an admitted position that the respondent No. 1 ceased to be a holding company of the applicant much prior to the petitioners having allegedly purchased the shares of respondent No. 1, as appears from the returns relating to the financial years ending 31.03.2008 and 31.03.2009 filed by the applicant. Copies of annual returns together with proof of filing with the Registrar of Companies relating to the financial years ending 31.03.2008 and 31.03.2009 prior to the year 2008 and 2009 have been annexed with the application as Annexure "A". The applicant has submitted that since it became clear that C.P. No. 364 of 2010 would be dismissed, the persons involved in filing C.P. have set up the petitioners herein to file the instant proceeding in order to overreach the process of law and to imply proceedings. The applicant has further submitted that the settled position of law is that a shareholder cannot raise any grievance or make any incident or happening the basis or cause of action of initiating the proceeding under the mismanagement and oppression, which has occurred prior to the date on which the shareholder acquires shares in any company.
(3.) The R-20 has further submitted that the petitioners were fully aware in July 2010 about the annual returns available in the records of the Registrar of Companies, wherefrom it was evident that the respondent No. 1 ceased to be a holding company of the applicant/R-20 in 2008. In any event, since the transfer of shares by the respondent No. 1 was prior to July 2010 and Members Register of the applicant had been altered prior to July, 2010, no relief can be granted to the petitioner as against the applicant. The applicant has further submitted that the petitioners have no cause of action as against the applicant inasmuch as the petitioners are neither the shareholders nor is the respondent No. 1, a holding company of the applicant. The transfer of shares by the respondent No. 1 was prior to the petitioners' alleged purchase of shares of the respondent No. 1 and as such the petitioners cannot be permitted to ventilate any grievance against the applicant. On the above basis, the applicant/R-20 has prayed that C.P. No. 43 be dismissed as against the applicant. Alternatively, the C.P. be dismissed as against the applicant or applicant's name may be deleted from the array of the respondents.;