1994 (8) TMI 206 - HC - Companies Law

Issues Involved:
1. Constitutional validity of sub-section (3)(c) of section 22A of the Securities Contracts (Regulation) Act, 1956.
2. Justification of the Company Law Board's decision to refuse registration of share transfers.
3. Refusal by the Company Law Board to accept additional affidavits after the conclusion of arguments.
4. Request for interim relief to restrain the company from transferring ownership in shares, making payment of dividend, or issuing rights/bonus shares.

Issue-wise Detailed Analysis:

1. Constitutional Validity of Sub-section (3)(c) of Section 22A of the Securities Contracts (Regulation) Act, 1956:

The petitioners challenged the constitutional validity of sub-section (3)(c) of section 22A, claiming it violated Article 14 of the Constitution by conferring undue powers on the board of directors without guidelines. The court held that the provision includes in-built guidelines requiring the board to refuse registration only if the transfer changes the board composition prejudicially affecting the company or public interest. The court emphasized that the decision of the board of directors is not final and requires the approval of the Company Law Board, ensuring checks and balances. Thus, the challenge to the validity of sub-section (3)(c) was dismissed as being without merit.

2. Justification of the Company Law Board's Decision to Refuse Registration of Share Transfers:

The petitioners contested the Company Law Board's approval of the board of directors' decision to refuse registration of share transfers. The court noted that the Company Law Board thoroughly investigated the matter and found that the acquisition of shares by Chhabria and his associates was aimed at taking over the company, which would be detrimental to the company's interests and public interest. The court upheld the findings of the Company Law Board, which concluded that the decision to refuse registration was justified based on the substantial evidence of Chhabria's takeover attempts and the potential negative impact on the company's management and public interest.

3. Refusal by the Company Law Board to Accept Additional Affidavits After the Conclusion of Arguments:

The petitioners argued that the Company Law Board erred in not accepting additional affidavits after the conclusion of arguments to bring subsequent events on record. The court found no fault in the Company Law Board's decision, noting that the petitioners had ample opportunity to present their case during the hearings. The court highlighted that the affidavits did not introduce any new facts unknown at the time of the hearing and that the subsequent events mentioned were not relevant to the board's initial decision. Therefore, the refusal to accept the affidavits did not cause any prejudice to the petitioners.

4. Request for Interim Relief to Restrain the Company from Transferring Ownership in Shares, Making Payment of Dividend, or Issuing Rights/Bonus Shares:

The petitioners requested interim relief to restrain the company from transferring ownership in shares, making payment of dividends, or issuing rights/bonus shares. The court rejected this request, noting that section 206(1) of the Companies Act applies only between the lodgment of the transfer application and its registration, not when the transfer is refused. Additionally, the court observed that the petitioners had not taken steps to retrieve the share certificates despite a previous court order allowing them to do so. Consequently, the request for interim relief was denied.

Conclusion:

The court dismissed the petitions, upheld the constitutional validity of sub-section (3)(c) of section 22A, and found the Company Law Board's decision justified. The refusal to accept additional affidavits was deemed appropriate, and the request for interim relief was rejected. The rule in each petition was discharged with costs.

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