Mumbai, Feb 09: The National Company Law Tribunal (NCLT) has dismissed a petition filed by Yohan Gulab Immanual Arun Kumar Rai and others (petitioners), which raised grievances relating to the membership and management of the United Church of Northern India Trust Association (UCNITA).
The tribunal observed that, considering the circumstances surrounding the registration of an FIR against the petitioners, as brought on record, the actions of the petitioners indicated mala fide intent.
Lack of locus standi
The order records that the petitioners are not members of UCNITA within the meaning of Section 2(55) of the Companies Act and, consequently, lack the requisite locus standi to maintain a company petition under Sections 241, 242 and 244 of the Companies Act, which permit members to approach the NCLT in cases of oppression and mismanagement.
Claims made in petition
The petition was filed under Sections 58, 59, 241, 242 and 244 of the Companies Act, 2013, alleging illegal continuation of directors, wrongful induction of members and unauthorised alienation of UCNITA’s properties.
The petitioners claimed that they were elected members and directors of the trust association and contended that the merger of the United Church of Northern India (UCNI) with the Church of North India (CNI) was void ab initio, relying on the Supreme Court’s 2013 judgment in Vinodkumar M. Malaviya v. Maganlal Mangaldas Gameti.
“The petitioners contend that the persons shown as members of the respondent UCNI company on the MCA website, having been elected by Bishop Manoj Charan, are not members of the General Assembly of UCNI. Therefore, the current members of UCNI cannot claim membership or directorship in the company. It is alleged that, despite being fully aware of the illegality of the merger, Bishop Charan, in collusion with other members, has continued to carry on the affairs of UCNITA without authority. The members aligned with Bishop Charan have failed to vacate their directorial positions and have instead proceeded to induct themselves into UCNITA. The petitioners further submit that these members, along with others associated with Bishop Charan, by unlawfully holding themselves out as directors of UCNI, have dealt with and alienated various movable and immovable properties of the company without authority of law,” the petition alleged.
Respondents’ objections upheld
The respondents, including UCNITA and its elected members, raised a preliminary objection regarding maintainability, contending that the petitioners were not members of UCNITA and therefore had no locus standi to file the petition.
They submitted that following the 1970 merger and subsequent amendments to UCNITA’s Memorandum and Articles of Association—upheld by the Company Law Board, the Bombay High Court and the Supreme Court—only members of the Synod of the Church of North India were eligible to be members or directors of UCNITA.
Accepting the respondents’ submissions, the tribunal held that the Supreme Court’s ruling in Malaviya was limited to the merger involving one constituent church, the First District Church of Brethren, and did not declare the formation of the CNI or the merger of other churches illegal.
Findings on alleged fraud
The bench further observed that UCNI and its General Assembly ceased to exist after the merger and that entities registered thereafter could not claim rights in UCNITA. It also took note of disputed filings before the Registrar of Companies and allegations of fraud relating to changes briefly reflected on the MCA portal in 2024.
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Bishop Bijaya Nayak, who served as the Moderator of the Church of North India from 2022, contended that, in relation to the aforesaid incident, the petitioners had perpetrated acts of fraud, pursuant to which an FIR was registered at Gamdevi Police Station, Mumbai, in 2024.
It was further pointed out that one of the petitioners, apprehending arrest in connection with the said proceedings, had filed an application for anticipatory bail before the Bombay Sessions Court, which was rejected.
The tribunal noted that the circumstances surrounding the incident, as placed on record, indicate mala fide intent underlying the actions of the petitioners.
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