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1991 (11) TMI 192 - HC - Companies LawOppression and mismanagement Right to apply under sections 397 and 398 Inherent powers of Court
Issues Involved:
1. Substitution of petitioner in Company Petition. 2. Withdrawal of the main Company Petition. 3. Validity of the Company Petition under sections 397, 398, 402, and 403 of the Companies Act. Summary: Issue 1: Substitution of petitioner in Company Petition Company Application No. 266 of 1991 was filed by L. RM. K. Narayanan to substitute him as the petitioner in Company Petition No. 21 of 1990 in place of respondents Nos. 8 to 15. The court examined whether a shareholder whose consent was obtained for filing a petition u/s 397 of the Act can ask for substitution even if his shareholding is less than 10 percent, as per section 399(1)(a). The court held that once a valid petition is presented, any shareholder can ask for substitution to continue the proceedings, even if they do not meet the share qualification independently. The court referred to Rajahmundry Electric Supply Corporation Ltd. v. A. Nageswara Rao [1956] 26 Comp Cas 91, emphasizing that the validity of a petition must be judged based on the facts at the time of its presentation. Issue 2: Withdrawal of the main Company Petition Company Application No. 392 of 1991 was filed by respondents Nos. 8 to 15 to withdraw the main company petition. The court noted that the petitioners had sold their shares and thus claimed no further interest in the company's affairs. However, the court found that the petitioners initially filed the petition with serious allegations of mismanagement and oppression against the company and its directors, which they later sought to withdraw after selling their shares. The court held that the proceedings under sections 397 and 398 are representative actions, and it is not mandatory to dismiss a petition even if the original petitioners wish to withdraw. The court has the discretion to continue the proceedings to ensure justice. Issue 3: Validity of the Company Petition under sections 397, 398, 402, and 403 of the Companies Act The main Company Petition No. 21 of 1990 was filed against Puthuthottam Estates (1943) Ltd., alleging that the company's affairs were conducted in a manner detrimental to the company's interest and oppressive to minority shareholders. The petitioners, holding 18.37 percent of the paid-up capital, along with L. RM. K. Narayanan, who held 4.88 percent, claimed that the board of directors was acting unlawfully. The court reiterated that the validity of the petition must be judged at the time of its presentation, and subsequent events do not affect its maintainability. The court cited various judgments, including V. K. Mathur v. K. C. Sharma [1987] 61 Comp Cas 143 (Delhi) and Jalpaiguri Cinema Co. Ltd. v. Promotha Nath Mukherjee [1978] 48 Comp Cas 131 (Cal), supporting the continuation of the petition even if the original petitioners withdraw. Conclusion: For the reasons mentioned, the court ordered Company Application No. 266 of 1991, substituting L. RM. K. Narayanan in place of the original petitioners in Company Petition No. 21 of 1990, allowing him to proceed further. Consequently, Company Application No. 392 of 1991 was dismissed, and permission to withdraw the company petition was rejected.
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