1987 (8) TMI 388 - HC - Companies Law

Issues Involved:

1. Validity and legality of the appointment of a sole selling agent under section 294AA of the Companies Act, 1956.
2. Nature of the jurisdiction and power exercised by the Central Government/Company Law Board under section 294AA(3) of the Act.
3. Compliance with principles of natural justice in the decision-making process.
4. Shareholders' right to object and their locus standi in the proceedings.
5. Adherence to issued guidelines by the Central Government/Company Law Board.
6. Requirement of reasons for the decision by the Company Law Board.

Issue-wise Detailed Analysis:

1. Validity and legality of the appointment of a sole selling agent under section 294AA of the Companies Act, 1956:

The company, Sayaji Mills Ltd., sought approval for the appointment of L.G. and Doctor Associates Pvt. Ltd. as its sole selling agent. The Company Law Board initially rejected the application on May 31, 1984, citing several reasons, including the recent incorporation of the sole selling agency company, lack of financial resources, and substantial infrastructural facilities. The company then made a second application, which was approved by the Company Law Board on January 23, 1985. The petitioners challenged this approval under articles 226 and 227 of the Constitution of India.

2. Nature of the jurisdiction and power exercised by the Central Government/Company Law Board under section 294AA(3) of the Act:

The judgment discusses whether the power exercised by the Central Government/Company Law Board under section 294AA(3) is quasi-judicial or administrative. It references the Supreme Court's judgment in Rampur Distillery and Chemical Co. Ltd. v. Company Law Board, which held that the power under section 326(2) of the Act is quasi-judicial. However, it also references the Bombay High Court's judgment in Nanavati and Co. (Pvt.) Ltd. v. R.C. Dutt, which held that the power under section 294(5) is administrative. The court concludes that it is not necessary to classify the function as quasi-judicial or administrative but emphasizes that principles of natural justice require reasons to be disclosed for the decision.

3. Compliance with principles of natural justice in the decision-making process:

The court highlights the importance of natural justice and the requirement for reasons to be given in support of an order, whether the power exercised is administrative or quasi-judicial. It references several judgments, including A.K. Kraipak v. Union of India and Smt. Maneka Gandhi v. Union of India, which emphasize that fairness in action and the doctrine of natural justice apply to both administrative and quasi-judicial proceedings.

4. Shareholders' right to object and their locus standi in the proceedings:

The court considers whether the petitioners, as shareholders, have the right to object and insist on knowing the reasons for the approval. It references the Supreme Court's judgment in Life Insurance Corporation of India v. Escorts Ltd., which outlines the rights of shareholders. The court concludes that while shareholders do not have a direct right to object under section 294AA, they can challenge the decision in court under article 226 of the Constitution of India on limited grounds, provided they are acting bona fide.

5. Adherence to issued guidelines by the Central Government/Company Law Board:

The court examines whether the Company Law Board adhered to its own guidelines in granting the approval. It notes that the Company Law Board had issued guidelines to ensure that the appointment of a sole selling agent does not result in unnecessary expenditure and is in the interest of the company. The court finds that the Company Law Board considered the changes made by L.G. and Doctor Associates Pvt. Ltd. and concluded that the objections raised in the first application had been addressed.

6. Requirement of reasons for the decision by the Company Law Board:

The court emphasizes that the requirement to give reasons for a decision is a basic principle of natural justice. It references the Supreme Court's judgment in Siemens Engineering and Manufacturing Co. of India Ltd. v. Union of India, which held that the rule requiring reasons to be given in support of an order is a basic principle of natural justice. The court concludes that the Company Law Board's decision to grant approval, while not explicitly stating reasons in the order, was justified based on the minutes of the meeting and the documents considered.

Conclusion:

The court dismissed the petition, finding that the Company Law Board's decision to grant approval was justified and not arbitrary or perverse. The court emphasized the importance of natural justice and the requirement to give reasons for decisions, while also recognizing the wide discretion given to the Central Government/Company Law Board under section 294AA of the Companies Act.

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