1981 (1) TMI 201 - HC - Companies Law

Shares warrants and entries in register of members, Meetings and proceedings Contents and manner of service of notice and persons on whom it is to be served, Removal of Director

Issues Involved:
1. True holdings of the parties and validity of transfers and registration of shares.
2. Validity of additional issue of shares.
3. Validity of the removal of Khanna from the Board.
4. Regulation of the conduct of the company's affairs in the future.
5. Prosecution of Kapoor for alleged offenses.

Detailed Analysis:

1. True Holdings of the Parties and Validity of Transfers and Registration of Shares:
- Kanwal Khanna's 10 Shares: The court found that the shares were transferred to Kapoor as the transfer was reflected in the company's balance sheets and there was no objection from Kanwal Khanna or his family members during the annual general meetings. Despite the absence of a transfer deed and proof of consideration, the court concluded that the shares were duly transferred.

- Gaur's 4 Shares: The court held that there was no valid transfer of Gaur's shares to Kapoor due to the absence of a transfer deed and the requirement of Reserve Bank permission for a non-resident. The transfer and its registration were ignored until appropriate proceedings involved Gaur.

- Ramesh Khanna's 27 Shares: The court determined that the shares were duly transferred to Kapoor despite allegations of misuse of a blank transfer deed. The transfer was reflected in the capital account register and was approved by the Board. The resignation of Ramesh Khanna and the establishment of an independent business supported Kapoor's version of the transfer.

- Parshu Ram's 30 Shares: The court found that these shares were duly transferred to Khanna's wife in 1974 and the challenge by Parshu Ram in 1979 was a counter-blast instigated by Kapoor. The transfer was consistently reflected in the company's returns.

- Article 8 Compliance: The court noted that the transfers of Kanwal Khanna's and Ramesh Khanna's shares were not sanctioned by a unanimous decision of the directors as required by Article 8. The transfers were valid but their registration was not. The transferees could seek registration in accordance with law.

2. Validity of Additional Issue of Shares:
- The court voided the allotment of 102 additional shares to Kapoor in February 1978 due to the lack of notice to Khanna, whose removal from the Board was invalid. The allotment required a unanimous decision of the Board, which was not achieved. Kapoor or his nominees were entitled to a refund of any payment made for these shares.

3. Validity of the Removal of Khanna from the Board:
- Appointment of Kapoor's Wife: The court upheld the appointment of Kapoor's wife to the Board, rejecting the argument that only permanent directors could appoint new directors by unanimous decision.

- Notice of Meetings: The court found that Khanna did not receive proper notice of the Board meeting on March 30, 1978, and the extraordinary general meeting on April 26, 1978. The reliance on certificates of posting was insufficient proof of notice.

- Section 284 of the Companies Act: The court held that Khanna, as a permanent director, could be removed under Section 284, but the removal was invalid due to the lack of proper notice. Khanna continued to be a permanent director and director-in-charge.

4. Regulation of the Conduct of the Company's Affairs in the Future:
- The court directed that the Board of Directors would be presided over by Justice Prithvi Raj as Chairman, with all decisions requiring his concurrence. Kapoor would continue to manage the company's business under the Board's supervision. The Chairman would explore the possibility of a smooth transition to exclusive control by one of the groups.

- Option to Buy Out: Khanna was given the option to be bought out by Kapoor at face value of the shares, plus arrears of salary and any amounts due on audit. If Khanna did not exercise the option, Kapoor could opt to be bought out on the same terms.

- Payment of Credits: The Khanna group would be paid any amounts standing to their credit in the company's books based on the auditor's certificate.

5. Prosecution of Kapoor for Alleged Offenses:
- The court noted Kapoor's attempt to file two annual returns for 1977, one of which was falsely claimed to be signed by Khanna. However, the court decided not to pursue prosecution to avoid further bitterness between the closely related parties and to facilitate the smooth conduct of the company's business.

Conclusion:
The court provided detailed directions to resolve the disputes between the Khanna and Kapoor groups, ensuring the proper management of the company and safeguarding the rights of both parties. The judgment addressed the validity of share transfers, additional share allotments, and the removal of Khanna from the Board, while also setting a framework for the future conduct of the company's affairs.

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