1986 (12) TMI 300 - HC - Companies Law

Summary

Issues Involved:
1. Maintainability of the application under Sections 408 and 409 of the Companies Act, 1956.
2. Allegations of fund diversion and misconduct in the annual general meeting.
3. Allegations of benami shares held by villagers in Haryana.
4. Validity of the Company Law Board's order directing an investigation under Sections 237, 247, and 250 of the Companies Act, 1956.

Issue-wise Detailed Analysis:

1. Maintainability of the application under Sections 408 and 409 of the Companies Act, 1956:
The Company Law Board found that the application under Section 409 was not maintainable as the applicant, Shri T.L. Arora, did not hold any of the positions required under the section at the relevant time. Similarly, the application under Section 408 was dismissed as the applicants failed to prove most of their allegations, and the remaining transactions were reasonably explained by the respondents. The financial institutions were actively involved in the company's affairs, suggesting that no further preventive action under Section 408 was necessary.

2. Allegations of fund diversion and misconduct in the annual general meeting:
The petitioner-company alleged that Shri T.L. Arora sought to take control of the company and proposed a resolution to remove key directors, which failed. The Company Law Board noted that the allegations of fund diversion and misconduct in the annual general meeting were not substantiated. The financial institutions' involvement and the professionalization of the board of directors were deemed sufficient to prevent mismanagement.

3. Allegations of benami shares held by villagers in Haryana:
The primary basis for the Company Law Board's order was the allegation that a large number of villagers were used as fronts by Shri G.R. Agarwal to hold shares. The Board found that satisfactory answers to these allegations were not provided. The affidavits and statements from the villagers, which were not sworn and were mere chits, were deemed insufficient to form a basis for the allegations. The court found that these documents could not substantiate the claims of benami holdings and had no nexus with the management of the company's affairs.

4. Validity of the Company Law Board's order directing an investigation under Sections 237, 247, and 250 of the Companies Act, 1956:
The court examined whether the circumstances existed to justify the Company Law Board's opinion for an investigation. The court referenced the Supreme Court's decision in Rohtas Industries Ltd. v. S.D. Agarwal, which allows judicial review of the existence of circumstances leading to the formation of the opinion. The court found that the Company Law Board's reliance on the villagers' statements was insufficient and that no reasonable authority would have formed the requisite opinion based on such material. The court concluded that the discretionary powers under Section 237(b) must be exercised reasonably and not arbitrarily. The court struck down the impugned order as it was not based on sufficient material and lacked a reasonable basis.

Conclusion:
The High Court of Bombay allowed the writ petition, ruling that the Company Law Board's order directing an investigation into the affairs of the petitioner-company was arbitrary and lacked a reasonable basis. The impugned order was struck down, and the rule was made absolute with no order as to costs.