R.P. Nagrath, Member - (1.) Company petition CP No.150 (ND) / 2016 / RT CP No.186/Chd/Hry/2017 has been filed by M/s. Buddy Mumbai Duty Free Services Pvt. Ltd. under Section 241 (1) (a) and 242 of the Companies Act, 2013 (for short to be referred here-in-after as the 'Act') alleging various acts of oppression and mis-management. It is alleged in the petition that the petitioner company holds 33% shares in respondent No.1 company. Respondent No.5 in the main petition is the applicant in instant CA No.209/2017 under consideration. He is the nominee director of the petitioner in respondent No.1 company in the main petition.
(2.) This application has been filed under Section 128 (3) and (4) of the Act by respondent No.5 seeking for a direction to the other respondents to allow the applicant to inspect the books of account and other books and papers maintained by the respondent No.1 company. The applicant has stated that the applicant continues to be a director of respondent No.1 company, but the entire affairs of the company are being run to the exclusion of the applicant. The applicant is not aware of the functioning of the respondent No.1 company. The other respondents are conducting the company's affairs in a secret manner as neither any Annual General Meeting (AGM) or any other meeting has been called to the knowledge of the applicant. Copies of the books of account have also not been filed with the Registrar of Companies. Due to the said illegal action on the part of the other directors of respondent No.1 company, the applicant-respondent No.5 may be held directly responsible. The applicant cannot be denied the statutory right of inspection of the company's record.
(3.) Reply has been filed by the respondent No.1 company. It is stated in the reply that the application is mala fide and filed to delay and derail the disposal of the main company petition. It is stated that apart from various other reliefs, the petitioner in the main petition has also filed an application under Section 242 (4) of the Act with a similar relief and the relevant portion of the said application has been reproduced in the reply to the instant application as under: "Pass an order directing the respondents herein to supply to the petitioner herein forthwith all the records of respondent No.1 company including but not limited to the minutes of all meetings held since after 4.6.2015 and all resolutions passed by the Board or by shareholders meetings since that date; the members' register; the balance sheets and profit and loss accounts of the company prepared since 4.6.2015; copies of all contracts entered into by respondent No.1 since 4.6.2015; copies of all appointments made of respondent No.1 since 4.6.2015; copies of all notices of any proceedings before any Court/Tribunal or authority against the respondent No.1 company or in which respondent No.1 company may have any interest." The said prayer has not been granted by the Tribunal so far. It is further stated that the applicant has never approached the respondent No.1 company seeking inspection of the books of the company and the cause of action would arise only upon refusal of the company to allow the inspection.;