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2024 Supreme(Online)(NCLT) 1056
NATIONAL COMPANY LAW TRIBUNAL
WEST END SPORTS CLUB LIMITED – Appellant
Versus
OANALI J SAHERWALA – Respondent
COMP.APPL - 2/2023
For the Petitioner:Ravi Pahwa
Only members of a company can file petitions under Section 241 of the Companies Act, 2013, and failure to establish membership results in dismissal.
Headnote:(A) Companies Act, 2013 - Sections 241 and 244 - Petition for relief against oppression - Petition dismissed for lack of maintainability as petitioner was not a member of the company at the time of filing - The court emphasized that only members can file under Section 241, and the petitioner failed to establish membership rights. (Paras 15, 22, 23)
(B) Corporate Governance - The court reiterated that the management of a company must adhere to the Articles of Association and judicial orders, and any changes made without proper authority are invalid. (Paras 19, 20)
(C) Judicial Precedents - The court referenced previous rulings that established the necessity for members to challenge their removal within a reasonable time frame. (Paras 19, 22)
Facts of the case:
The petitioner filed a petition under Sections 241 and 242 of the Companies Act, claiming oppression by the current management of the West End Sports Club Limited. The petitioner alleged illegal changes to the Articles of Association and improper management practices.
Findings of Court:
The court found that the petitioner was not a member of the company as of the filing date and had not challenged his removal from membership, rendering the petition not maintainable.
Issues: The primary issue was whether the petitioner had the standing to file the petition under Section 241 given his status as a non-member.
Ratio Decidendi: The court held that only members have the right to file for relief under Section 241, and the petitioner’s failure to establish his membership status led to the dismissal of the petition.
Result: Petition dismissed.
The case is fixed for the pronouncement of the order. The order is pronounced in the open court, vide separate sheet.
- Mr. Shammi Khan, Hon’ble Member(J) Mr. Sameer Kakar, Hon’ble Member(T) 1 of 67 IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH –I, AHMEDABAD CP/7(AHM)2023 With Comp. App/2(AHM)2023 In the matter of:
- CP/7/(AHM)2023 (A Petition filed under Section 241-242 of the Companies Act, 2013) OANALI J SAHERWALA Having address at:
1-98, Golandaz Street, Nanpura, Surat, State of Gujarat.
….Petitioner Versus
1. WEST END SPORTS CLUB LIMITED Having address at:
6, Dharmishtha Park Society, Nr. Diamond Nagar A K Road, Surat-395008
2. AjayKumar H. Choksi Having address at:
404 Javehar Appt, Pedal Road, Mumbai
3. Pratik H Choksi Having address at;
404 Javehar Appt, Diwalibaug, Atthawa Gate, Surat
4. Vasant H. Gajera Having address at:
1-Vrushalnagar Society, Katargam Police Station, Surat 2 of 67
5. Chunilal H. Gajera Having address at:
67, Adharsh Society, Aadhva Lines, Surat
6. Registrar of Companies Ministry of Corporate Affairs RoC Bhavan Opp. Rupal Park, Ankur Cross Road, Naranpura, Ahmedabad.
….Respondents WITH Com.App/2(AHM)2023 (An application seeking waiver of the qualification requirement set out in Section 244(1) of the Companies Act, 2013 ) WEST END SPORTS CLUB LIMITED Having address at:
6, Dharmishtha Park Society, Nr. Diamond Nagar A. K. Road, Surat-395008.
….Applicant/Original Respondent No.1 Versus
1. OANALI J SAHERWALA Having address at:
1-98, Golandaz Street, Nanpura, Surat, State of Gujarat.
2. AjayKumar H. Choksi Having address at:
404 Javehar Apartment, Pedal Road, Mumbai 3 of 67
3. Pratik H Choksi Having address at;
404 Javehar Apartmet, Diwalibaug, Atthawa Gate, Surat
4. Vasant H. Gajera Having address at:
1-Vrushalnagar Society, Katargam Police Station, Surat
5. Chunilal H. Gajera Having address at:
67, Adharsh Society, Aadhva Lines, Surat
6. Registrar of Companies Ministry of Corporate Affairs RoC Bhavan Opp. Rupal Park, Ankur Cross Road, Naranpura, Ahmedabad ….Opponents (No. 1-Ori. Petitioner, Nos. 2 to 6 - Ori. Respondent No. 2 to 6) Order pronounced on 13.05.2024 CORAM:
- SH. SHAMMI KHAN, MEMBER (JUDICIAL) SH. SAMEER KAKAR, MEMBER (TECHNICAL) Appearance For the Applicants : Mr. Pawan Godiawala, Adv. For the Respondents : Mr. Salil M Thakore, Adv. 4 of 67 COMMON ORDER (PER: BENCH)
1. CP/7(AHM)2023 is filed by the Petitioner under Section 241-242 of the Companies Act, 2013 seeking the following prayers:-
- INTERIM PRAYERS A. Pending herein and final disposal of the present petition the Hon'ble Tribunal would be pleased to direct the Ministry of Corporate affairs through Registrar of Companies to register Petitioner and supporting member's Digital Signature on behalf of the Respondent No-1 Company for Legal Statutory compliances and such other compliances and filing of E-forms, documents and resolution in the interest of the Company.
- B. Pending herein and final disposal of the present petition the Hon'ble Tribunal would be pleased to restrain the erring respondents and its allies from operating the digital signature on behalf of the Respondent No-1 Company.
- C. Pending herein and final disposal of the present petition the Hon'ble Tribunal would be pleased to investigate and inspect into the affairs of the Respondent No-1 Company and direct the erring respondents to restore the possession of the properties, assets, books, documents, papers with the Respondent No-1 company in the interest of the affairs of the Company.
- D. Pending herein and final disposal of the present petition the Hon'ble Tribunal would be pleased to restrain the erring 5 of 67 respondents from conducting any meetings including Board Meetings, General Body Meeting.
- E. Pending herein and final disposal of the present petition the Hon'ble Tribunal would be pleased to suspend the voting rights of such newly included illegal members inducted by the erring respondents and their allies and restrain the erring respondents and their allies from taking any policy decision in th
