1991 (12) TMI 225 - HC - Companies Law

Summary

Issues Involved:
1. Oppression and Mismanagement u/s 397 and 398 of the Companies Act, 1956.
2. Validity of Meetings held on June 11, 1973, and January 5, 1981.
3. Appointment of Administrators and superseding the Board of Directors.
4. Assessment of Damages and compensation for wrongful acts.

Summary:

Issue 1: Oppression and Mismanagement u/s 397 and 398 of the Companies Act, 1956
The petitioners, holding 50% of the company's shares, alleged oppressive tactics by respondents, particularly the second respondent, who removed records and prevented the renewal of the theatre's license, causing heavy losses. The second respondent also refused to register the transfer of shares and set up a collusive suit to invalidate the sale of shares to the petitioners. The Supreme Court, in V. B. Rangaraj v. V. B. Gopalakrishnan [1992] 73 Comp Cas 201, ruled that the private agreement imposing additional restrictions on share transfer was not binding.

Issue 2: Validity of Meetings held on June 11, 1973, and January 5, 1981
The petitioners challenged the validity of these meetings, alleging no proper notice or meeting was held on June 11, 1973. The resolutions purportedly passed were deemed illegal and void. The meeting on January 5, 1981, was also contested for appointing three directors when the articles allowed only two. The court found the notice for this meeting defective, lacking the required explanatory statement u/s 173 of the Companies Act, making the resolutions passed therein illegal and void.

Issue 3: Appointment of Administrators and Superseding the Board of Directors
The court found that the respondents' actions were harsh, oppressive, and prejudicial to the petitioners' interests. The board of directors was superseded, and the petitioners were appointed as administrators to manage the company's affairs. They were directed to convene a general meeting to appoint a new board of directors.

Issue 4: Assessment of Damages and Compensation for Wrongful Acts
The court directed the petitioners to engage a chartered accountant to assess the damages sustained by the company due to the second respondent's wrongful acts. The petitioners were permitted to take appropriate surcharge proceedings against the second respondent u/s 406 read with sections 539 to 544 of the Companies Act.

Conclusion:
The court allowed the petition in toto, superseded the board of directors, appointed the petitioners as administrators, and directed them to convene a general meeting for appointing a new board. The second respondent was held responsible for the company's losses, and appropriate proceedings were directed to compensate the company.