1983 (7) TMI 253 - HC - Companies Law

Restriction on acquisition of certain shares Meetings and Proceedings Declaration By person not holding beneficial interest in any share Duty of directors and persons deemed to be directors to make disclosure of shareholdings

Issues Involved:
1. Alleged contravention of Section 108A of the Companies Act.
2. Alleged contravention of Section 187C(2) of the Companies Act.
3. Alleged contravention of Section 308 of the Companies Act.
4. Validity of the complaint and sufficiency of evidence.

Detailed Analysis:

1. Alleged Contravention of Section 108A of the Companies Act:

The complaint alleges that the petitioners acquired over 32,000 shares benami, thereby exceeding the 25% limit of the paid-up capital of Radhakrishna Mills Ltd., without obtaining the necessary approval from the Company Law Board as mandated by Section 108A. The court noted that the complaint was vague and lacked specific details on the number of shares acquired by each petitioner and the identities of the benami shareholders. The definition of "group" under the Companies Act was also discussed, emphasizing that the Company Law Board must determine whether the petitioners constitute a group. The court found no such determination in the complaint and concluded that the accusation was too uncertain to proceed.

2. Alleged Contravention of Section 187C(2) of the Companies Act:

Section 187C(2) requires a person holding beneficial interest in shares to declare this to the company. The petitioners were accused of failing to make such declarations. The court highlighted that both the benami shareholder and the beneficiary must declare their interests to the company and that failure to do so attracts severe penalties. The court questioned the likelihood of witnesses incriminating themselves by admitting to holding benami shares without having made the necessary declarations, which would expose them to prosecution under Section 187C(5). The court found the evidence insufficient to establish a prima facie case of contravention.

3. Alleged Contravention of Section 308 of the Companies Act:

Section 308 mandates directors to notify the company of their shareholdings. The petitioners were accused of failing to comply with this requirement. The court linked this issue closely with Section 187C, noting that without clear evidence of beneficial ownership, it would be inappropriate to proceed with charges under Section 308. The court emphasized the need for "irreproachable and incontrovertible materials" to justify taking cognizance of the case.

4. Validity of the Complaint and Sufficiency of Evidence:

The petitioners argued that the complaint was based on vague and indefinite averments, mere surmises, and assumptions. They contended that even if the witnesses supported the complaint, their testimony would not establish any offence. The court agreed, noting that the complaint lacked specific allegations and concrete evidence. The court also considered the possibility of the complaint being a counter-blast to another complaint filed by the petitioners against other directors. The court concluded that allowing the trial to proceed would open the floodgates for persecution against directors and companies, stifling corporate business and industrial activity.

Conclusion:

The court found that the complaint did not disclose the commission of any offence by the petitioners. The allegations were vague, indefinite, and lacked specific details. The court emphasized that the proceedings would only prove to be an exercise in futility and quashed the complaint. The court also noted that if there had been a deliberate violation of the Act, the Company Law Board would have taken action. Consequently, the proceedings in C.C. No. 251 of 1979 were quashed.

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