1989 (11) TMI 273 - HC - Companies Law

Issues Involved:
1. Reconstitution of the board of the company.
2. Appointment of a joint managing director.
3. Joint management of the company by the managing director and joint managing director.
4. Fresh audit of the company's accounts.
5. Validity of the annual general body meeting held on July 5, 1988.
6. Allegations of oppression and mismanagement.
7. Legality and validity of the decision to increase the authorized capital.
8. Appropriateness of interlocutory relief.

Detailed Analysis:

1. Reconstitution of the Board of the Company
The ninth respondent requested the reconstitution of the company's board to include representatives proportionate to the shareholding as of December 31, 1984, or alternatively, to suspend the board of directors constituted by the elections held on July 5, 1988. The board's composition and the validity of the elections were contested due to alleged illegal acts by the third respondent, leading to exclusion from management.

2. Appointment of a Joint Managing Director
The ninth respondent sought the appointment of a joint managing director to represent his interests and those of Sri R. Khemka. This request was based on the need for equitable representation in the company's executive management, reflecting their shareholding.

3. Joint Management of the Company
A direction was requested for the company's management functions to be carried out jointly by the managing director and the joint managing director. This was proposed to ensure balanced decision-making and prevent unilateral actions by the current managing director, who was accused of oppressive conduct.

4. Fresh Audit of the Company's Accounts
The ninth respondent called for a fresh audit of the company's accounts for the periods ending March 31, 1987, and March 31, 1988. This request was based on allegations of financial mismanagement and the need for transparency and accountability in the company's financial dealings.

5. Validity of the Annual General Body Meeting
The ninth respondent sought to declare the proceedings of the annual general body meeting held on July 5, 1988, as void. This was due to alleged irregularities and illegalities in the conduct of the meeting, which were claimed to have affected the fairness of the elections and the decisions taken.

6. Allegations of Oppression and Mismanagement
The petitioners and the ninth respondent alleged oppression and mismanagement by the third respondent and his group. They claimed that the third respondent had manipulated the shareholding pattern and excluded them from management. The court examined the material to ascertain the existence of a prima facie case and balance of convenience for interlocutory relief.

7. Legality and Validity of the Decision to Increase the Authorized Capital
The court focused on the legality and validity of the decision to increase the authorized capital and its allotment to respondents Nos. 3 to 6. The petitioners and the ninth respondent argued that the additional capital was issued to alter the shareholding pattern in favor of the third respondent without any real advantage to the company. The court examined the reasons for the additional issue, the procedure followed, and whether the company received any actual benefit.

8. Appropriateness of Interlocutory Relief
The court considered the appropriateness of granting interlocutory relief pending the decision on the company petition. The ninth respondent argued for immediate relief due to ongoing oppression and mismanagement, while the third respondent suggested proceeding with the company petition itself. The court decided to grant interlocutory relief by appointing an interim administrator to manage the company's affairs, superseding the current board of directors.

Conclusion:
The court found prima facie evidence of abuse of fiduciary power by the third respondent in issuing additional capital to alter the shareholding pattern. It appointed a retired judge as an interim administrator to manage the company's affairs, with the third respondent and another assistant administrator to assist. The court granted costs to the petitioners and the ninth respondent, to be paid by the third respondent.

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