1995 (12) TMI 266 - HC - Companies Law

Issues Involved:
1. Jurisdiction of the High Court under Section 81 and Section 10 of the Companies Act, 1956.
2. Alleged non-compliance with Section 81 regarding the issuance of right shares.
3. Allegations of fraud, mala fide actions, and oppression by the company.
4. Applicability of inherent powers under Rule 9 of the Companies (Court) Rules.
5. Procedural and substantive adequacy of the petition.

Detailed Analysis:

1. Jurisdiction of the High Court under Section 81 and Section 10 of the Companies Act, 1956:
The petitioners filed a company petition under Section 81 and Section 10 of the Companies Act, 1956, claiming jurisdiction of the High Court. The petitioners argued that the High Court has inherent powers under Rule 9 of the Companies (Court) Rules, which states: "Nothing in these Rules shall be deemed to limit or otherwise affect the inherent powers of the court to give such directions or pass such orders as may be necessary for the ends of justice or to prevent abuse of the process of the Court." The petitioners relied on several judgments to support their claim, including Bansi Dhar & Sons v. CIT and Needle Industries (India) Ltd. v. Needle Industries Newey (India) Holdings Ltd., emphasizing that the High Court has inherent jurisdiction to act 'ex debito justitiae'.

2. Alleged Non-compliance with Section 81 Regarding the Issuance of Right Shares:
The petitioners contended that they were entitled to 54,960 right shares and warrants and 27,480 rights debentures and warrants as per the scheme of the issue. They alleged that the respondent company did not provide the required 15 clear days' notice as mandated by Section 81, thus depriving them of their valuable rights. The petitioners argued that the company failed to send the original offer letters by registered post, as required by SEBI instructions, and that the provisions of Section 81 are mandatory.

3. Allegations of Fraud, Mala Fide Actions, and Oppression by the Company:
The petitioners alleged that the company acted fraudulently and with mala fide intent by not sending the original offer letters, thereby oppressing the petitioners. They claimed that the company's actions were illegal and oppressive, which falls under the purview of Sections 397 and 398 of the Companies Act, dealing with oppression and mismanagement.

4. Applicability of Inherent Powers Under Rule 9 of the Companies (Court) Rules:
The petitioners argued that the High Court has inherent powers under Rule 9 to provide necessary directions for the ends of justice. They cited several cases, including H.H. Maharajadhiraja Madhav Rao Jiwaji Rao Scindia Bahadur v. Union of India, to support their claim that the High Court can exercise inherent jurisdiction in matters related to company disputes.

5. Procedural and Substantive Adequacy of the Petition:
The respondent's counsel raised a threshold objection regarding the maintainability of the petition, arguing that the allegations made by the petitioners fall under Sections 397 and 398, which are within the exclusive jurisdiction of the Company Law Board (CLB) post-amendment. The respondents also argued that Section 81 is merely procedural and does not provide a legal remedy for the alleged breach. They contended that the petitioners could have applied for the right shares on plain paper as advertised in newspapers and that the petition was not filed in good faith, suffering from gross delay and misjoinder of parties.

Conclusion:
The Court concluded that the petition, though filed under Section 81 and Section 10, essentially contained allegations of fraud, mala fide actions, and oppression, which fall under Sections 397 and 398. As the jurisdiction to decide matters under Sections 397 and 398 has been transferred to the CLB, the High Court held that the present petition was not maintainable. The Court emphasized that it is the substance of the allegations that determines the jurisdiction, not merely the sections cited in the petition. Consequently, the petition was dismissed with parties bearing their own costs.

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