1983 (5) TMI 180 - HC - Companies Law

Summary

Issues Involved:

1. Validity of the appointment of Government directors under Section 408 of the Companies Act, 1956.
2. Compliance with the principles of natural justice.
3. Relevance of the pending suit in Bombay High Court.
4. Adequacy of the reasons provided for the appointment of Government directors.
5. Number of directors appointed by the Government.
6. Opportunity to object to the appointment of specific directors.
7. Recording of reasons for reappointment by the Company Law Board.

Issue-wise Detailed Analysis:

1. Validity of the appointment of Government directors under Section 408 of the Companies Act, 1956:

The petitioners challenged the orders under Section 408 of the Companies Act, 1956, appointing five persons as directors of the company. Section 408 empowers the Central Government to appoint directors to prevent the affairs of the company from being conducted in a manner oppressive to its members or prejudicial to the interests of the company or public interest. The court held that the powers under Section 408 can be exercised not only to prevent oppression by the majority shareholders but also for other reasons, such as safeguarding public interest. The court found that the Central Government's action was justified to prevent the company from being managed in a manner prejudicial to its interests or public interest.

2. Compliance with the principles of natural justice:

The petitioners argued that the show-cause notice issued by the Central Government was vague and did not provide sufficient reasons for the proposed action, thereby violating the principles of natural justice. The court acknowledged that any order with civil consequences must be supported by clear reasons and that the affected party must be given an adequate opportunity to represent its case. However, the court found that the petitioners were informed about the grounds for the proposed action during the hearing on December 10, 1981, and were given sufficient opportunity to make their submissions. Therefore, the principles of natural justice were not violated.

3. Relevance of the pending suit in Bombay High Court:

One of the main reasons for the appointment of Government directors was the pending suit in the Bombay High Court, which involved serious allegations against the Morarka group. The court held that the nature of the allegations in the suit was relevant and justified the Central Government's decision to appoint Government directors. The court noted that if the allegations were proved, the Morarka group would lose control of the company, and it was imperative to ensure that the suit was diligently pursued.

4. Adequacy of the reasons provided for the appointment of Government directors:

The court found that the reasons provided by the Central Government for the appointment of Government directors were adequate. The main reasons included the necessity to pursue the pending suit diligently, the potential non-cooperation of employees if the Morarka group regained control, and the need to safeguard the interests of the company and public interest. The court held that these reasons were sufficient to justify the appointment of Government directors.

5. Number of directors appointed by the Government:

The petitioners contended that the appointment of five directors was excessive and that the Central Government could have appointed fewer directors and issued directions under Section 408(6) to safeguard the company's interests. The court rejected this contention, noting that the control of the company could not be allowed to vest in the Morarka group, and appointing fewer than five directors would have resulted in the Morarka group regaining control. The court found that the decision to appoint five directors was reasonable and justified.

6. Opportunity to object to the appointment of specific directors:

The petitioners argued that they should have been given an opportunity to object to the appointment of specific directors. The court held that Section 408 does not require the Central Government to provide such an opportunity. The court noted that it is within the Government's discretion to decide who should be appointed as directors, and there is no requirement to consult the majority shareholders on this matter. However, if a person appointed as a director has a conflict of interest, such an appointment can be challenged as being ultra vires Section 408.

7. Recording of reasons for reappointment by the Company Law Board:

The petitioners contended that the reasons for the reappointment of directors were recorded by the secretary of the Company Law Board and not by the Board itself. The court rejected this contention, finding no evidence to support the claim. The court concluded that the reasons for the reappointment were recorded by the Board, and there was no violation of the procedural requirements.

Conclusion:

The writ petition was dismissed with costs, and the court found that the Central Government's actions under Section 408 of the Companies Act, 1956, were justified and in compliance with the principles of natural justice. The court also declined the petitioners' request for a certificate to appeal to the Supreme Court.