Ch. Mohd. Sharief Tariq, Member - (1.) Under consideration are two Company Applications Nos. 223 and 224 of 2017 filed in C.P. No. 51 of 2017. Both the applications are taken up together for disposal by way of a common order. Company Petition No. 51 of 2017 has been filed on October 13, 2017 under sections 59, 241 and 242 of the Companies Act, 2013, alleging oppression and mismanagement against the respondents.
(2.) The applicant/petitioner has filed Company Application No. 223 of 2017 to implead Mr. Vishnulal Murali Mohanlal and Mrs. Aswathy Chandranath, who have been appointed as directors of the first respondent-company on August 5, 2017 in the purported annual general meeting unilaterally conducted by the second respondent without the presence of the applicant/petitioner. It is on record that prior to said appointment, there have been two directors and promoters in the first respondent-company and one of the promoters/directors is the petitioner. It is alleged that the said appointment had been made by the second respondent without following the due procedure and for the purpose of sidelining the applicant/petitioner. Therefore, the said event that took place subsequent to the filing of the company petition is oppressive in nature, which violates the rights of the applicant/petitioner being shareholder. It has also been alleged that the registered office of the first respondent-company has been shifted which is also an act of oppression, fraud, illegality and invalid in law. Therefore, it is averred in the applications that the said actions are liable to be set aside, being oppressive in nature. Hence, it has been prayed that the applicant/petitioner may be permitted to amend the petition to include the said subsequent events and consequently to implead Mr. Vishnulal Murali Mohanlal and Mrs. Aswathy Chandranath in the main company petition, as the respondents.
(3.) The respondents have filed a counter to the said applications stating therein that the applications are not maintainable. The appointment of the directors mentioned in the applications of the applicant/petitioner is in accordance with the law and cannot be questioned in any manner. It has further been alleged that the applicant/petitioner has been acting against the interests of the first respondent-company and taking oppressive and coercive actions against the respondents, which is being done with mala fide intention thereby creating a deadlock in the affairs of the first respondent-company.;