2001 (3) TMI 926 - HC - Companies Law

Summary

Issues Involved:

1. Shareholding and management dispute.
2. Validity of resignation and withdrawal of resignation.
3. Allegations of interference in management.
4. Agreement for share transfer and valuation.
5. Challenge to the valuation report.
6. Maintainability of the challenge to the valuation report.
7. Interim orders and their continuation.

Issue-wise Detailed Analysis:

1. Shareholding and Management Dispute:
The petitioner, a shareholder and former Managing Director of the Indian company, alleged that the second and third respondents, also shareholders, were attempting to oust him from the company. The company, involved in data communication products, had its share capital divided among the petitioner, the second respondent (operating a related foreign company), and the third respondent and his family members. The petitioner claimed that the respondents were interfering with the company's management and sought relief through a company petition.

2. Validity of Resignation and Withdrawal of Resignation:
The petitioner resigned as Managing Director effective 31-3-1994 but withdrew his resignation on 17-3-1994. The respondents, however, contended that the resignation had already come into effect and remained valid. The petitioner argued that the respondents wrongfully accepted his resignation and appointed a new director, contrary to the agreement.

3. Allegations of Interference in Management:
The petitioner alleged that the second respondent and his relatives passed resolutions to reduce his emoluments and entitlement to profit shares, violating the agreement. He claimed that the respondents were not allowing him to inspect the company's books and were bent on ousting him from the company.

4. Agreement for Share Transfer and Valuation:
The parties reached a compromise, agreeing that the petitioner would transfer his 33.33% shareholding to the respondents in exchange for the share value determined by a valuer. The terms of the compromise included the appointment of M/s. Arthur Anderson & Co. as the valuer and detailed the process for valuation and settlement of the petitioner's shares.

5. Challenge to the Valuation Report:
The petitioner challenged the valuation report by Coopers & Lybrand P. Ltd., which valued his stake at Rs. 11,39,400. The respondents accepted the valuation despite claiming the petitioner had mismanaged the company. The petitioner argued that the valuation was based on erroneous principles and sought to set it aside.

6. Maintainability of the Challenge to the Valuation Report:
The court examined whether the valuation report could be challenged. The respondents argued that the valuer's report was binding and could not be attacked in the proceedings. The court, however, held that the valuation could be challenged if it was erroneous, as the valuer acted as an expert and not as an arbitrator. The court noted that an expert's determination could be questioned if it was shown to be wrong on facts or law.

7. Interim Orders and Their Continuation:
The court considered whether to continue the interim orders dated 30-1-1995 and 8-8-1996. It found no justification for continuing the orders as the compromise had been largely acted upon. The petitioner had filed share scrips and signed blank transfer forms, and the respondents had deposited Rs. 10 lakhs. The court vacated the interim orders, subject to the respondents taking out an FDR of Rs. 15 lakhs in the name of the Registrar of the court.

In conclusion, the court allowed the challenge to the valuation report to proceed, vacated the interim orders, and provided directions for the continuation of the case based on the compromise agreement and the petitioner's entitlement to the correct value of his shares.