1999 (5) TMI 480 - HC - Companies Law

Summary

Issues Involved:
1. Validity of the oral agreement superseding the memorandum of articles of association.
2. Legitimacy of the transfer of shares by respondents.
3. Validity of the removal of directors and appointment of new directors.
4. Legality of further share allotment.
5. Maintainability of the petition under sections 397 and 398 of the Companies Act, 1956.
6. Allegations of oppression and mismanagement.

Detailed Analysis:

1. Validity of the Oral Agreement Superseding the Memorandum of Articles of Association:
The appellants argued that no oral agreement could supersede the memorandum of articles of association and that shares could only be transferred to a person nominated by the directors. The CLB found an underlying partnership principle operating, evidenced by a hand-written note dated 2-8-1997 and the investment patterns of the groups, indicating an agreement for equal shareholding and majority on the Board for Group A.

2. Legitimacy of the Transfer of Shares by Respondents:
The CLB examined the transfer of shares by Respondent Nos. 7 to 9 and found that the provisions of the articles were not complied with, as the directors should have nominated the transferees. The requisite notice for the Board meetings on 13-4-1998 and 29-4-1998 was not given, rendering the resolutions passed on those dates null and void.

3. Validity of the Removal of Directors and Appointment of New Directors:
The CLB found that the removal of Petitioner Nos. 1 and 4 as directors and the appointment of additional directors in the Board meeting held on 29-4-1998 were null and void due to procedural irregularities. The CLB concluded that Group A had a majority on the Board, supported by evidence such as the attendance sheet of the Board meeting on 18-4-1997 and the statement made to the police on 12-4-1997.

4. Legality of Further Share Allotment:
The CLB declared the further share allotment by Group B on 8-5-1998 and 25-5-1998 invalid, as it was done without the approval of the general body and to preclude the allotment of shares to Group A. The CLB noted that the company had offered to refund the share application money to Group A, indicating no immediate need for funds.

5. Maintainability of the Petition Under Sections 397 and 398 of the Companies Act, 1956:
The CLB held that the petition was maintainable as Petitioner No. 1 held more than 10 per cent of the shares on the relevant date. The CLB differentiated between winding up proceedings and a petition under section 397, noting that oppression had to be established for relief under section 397.

6. Allegations of Oppression and Mismanagement:
The CLB found that Group B's actions, including the transfer of shares and further share allotment, were oppressive and lacked probity. The CLB concluded that there was an agreement for equal shareholding and majority on the Board for Group A, and the actions of Group B were contrary to this understanding.

Conclusion:
The CLB's order reconstituted the Board of Directors, directed the allotment of shares to Group A, and provided options for repurchase of shares by Respondent Nos. 7, 8, and 9. The High Court found no infirmity in the CLB's order and dismissed the appeals, upholding the CLB's findings and directions.