1999 (10) TMI 661 - HC - Companies Law

Summary

Issues Involved:
1. Legality of the meeting dated 25-6-1997 regarding the issue of Rights shares.
2. Enforceability of clause 8 of the MoU restricting the number of Directors to three.

Summary:

Issue 1: Legality of the Meeting and Rights Shares Allotment

The Plaintiffs contended that the meeting dated 25-6-1997, which decided to issue Rights shares, was illegal as the nominee-Director of RIL, Baluja, was not given any written notice of the meeting, violating section 286 of the Companies Act, 1956. They also argued that RIL did not receive any Letter of Offer for the Rights shares, and that the meeting on 12-8-1997 lacked quorum as Chetan, an interested Director, voted on the allotment. Upon review, the court found it difficult to accept that the Letter of Offer was not sent to RIL, noting that the Plaintiffs were not interested in contributing any amount to Defendant No. 1 company. The court observed that the Defendants were not acting clandestinely, as evidenced by the correspondence between the brothers. The court held that the allotment of Rights shares to Chetan could not be declared void, and thus, the Plaintiffs were not entitled to restrain the Defendants from implementing the Resolutions regarding the Rights shares.

Issue 2: Enforceability of Clause 8 of the MoU

The Plaintiffs argued that the appointment of an Additional Director by Defendant No. 1 company violated clause 8 of the MoU, which restricted the number of Directors to three as long as RIL held shares of the face value of Rs. 10 lakhs. The court noted that Defendant No. 1 is a closely held family company with no restriction in its Articles of Association regarding the number of Directors. The court referenced the Supreme Court's decision in V.B. Rangaraj v. V.B. Gopalkrishnan, which held that any agreement imposing additional restrictions not specified in the Articles of Association is not binding on the company or shareholders. The court emphasized that pooling agreements, which are enforceable regarding shareholders' voting rights, cannot be used to restrict Directors' statutory powers to manage the company. The court concluded that clause 8 of the MoU, which limits the number of Directors, cannot be specifically enforced as it curtails the fiduciary duties of the Directors. Therefore, the Plaintiffs were not entitled to restrain the appointment of an Additional Director.

Conclusion:

The court dismissed the Appeal and Notice of Motion, stating that the observations made are prima facie for the decision of the Appeal and Notice of Motion and do not affect the rights and contentions of the parties in the suit. The status quo regarding the appointment of the Additional Director will continue for six weeks from the date of the judgment.