1995 (9) TMI 269 - HC - Companies Law

Summary

Issues Involved:
1. Jurisdiction and validity of the review application.
2. Finality of the first order dated 24-10-1979.
3. Miscalculation of shareholding percentage.
4. Consideration of subsequent events in the review order.

Issue-wise Detailed Analysis:

1. Jurisdiction and Validity of the Review Application:
The appeal contested the jurisdiction of the Company Court to review its own orders. The argument was that no review application lies and the Company Court has no jurisdiction to review its orders. However, the Court held that the Company Judge can pass orders as required by the facts and circumstances of the case. The Supreme Court's order dated 28-5-1992, made by consent of the parties, waived any technical objections regarding the review application.

2. Finality of the First Order Dated 24-10-1979:
The appellant argued that since Taneja's appeal against the first order dated 24-10-1979 was dismissed, the order had become final. However, the Court found that due to the Supreme Court's directive for fresh consideration, this objection did not survive.

3. Miscalculation of Shareholding Percentage:
The review order dated 18-2-1981 was based on a miscalculation of the shareholding percentages. The Court noted that the shareholding of Jaggi, Uberoi, and Taneja was incorrectly calculated as 60%, whereas it was actually 48%. The Jain Group held 51%, and 1% was miscellaneous. This miscalculation was acknowledged by the Supreme Court, which directed a fresh consideration of the matter.

4. Consideration of Subsequent Events in the Review Order:
The Court examined the subsequent events that influenced the review order. Initially, the Jaggi Group and Jain Group had a combined majority shareholding of 74%, but later, Jaggi Group aligned with Uberoi and Taneja, altering the dynamics. The review order suspended the registration of shares in favor of the Jain Group due to ongoing disputes and the pendency of Suit No. 37 of 1980, which challenged the transfer of shares to the Jain Group. The Court emphasized that the paramount consideration for refusing to register the transfer of shares is the interest of the company and the general interest of the shareholders.

Conclusion:
The Court decided that it would not be appropriate to quash the review order solely based on the principle of majority shareholding due to the fluid situation and the pending litigation challenging the transfer of shares. To protect the interests of the Jain Group and avoid further complications, the Court issued specific directions for the management of the company. The directions included the suspension of certain clauses from the order dated 24-10-1979 until the disposal of Suit No. 37 of 1980 and the reconstitution of the Board of Directors to include representatives from all major groups, with Justice P.N. Khanna continuing as Chairman to safeguard the interests of the Jain Group. The appeal was disposed of with no order as to costs.