2000 (8) TMI 1051 - HC - Companies Law

Issues Involved:

1. Validity of share allotments.
2. Transfer of shares to a non-member company.
3. Management and control of the company.
4. Conduct of the Annual General Meeting (AGM) and Extraordinary General Meeting (EGM).
5. Removal and appointment of directors.
6. Location of the registered office.
7. Fiduciary duties of directors.

Issue-wise Detailed Analysis:

1. Validity of Share Allotments:

The petitioners challenged the allotment of 15,000 shares, specifically the 8,000 shares allegedly set aside for Shrimant Fatehsinhrao Gaekwad and the 3,000 shares allotted to the respondent Nos. 4 and 5. The court found that the decision to allot 8,000 shares to Shrimant Fatehsinhrao Gaekwad was firm, as reflected in the minutes of the Managing Committee meeting held on 21-3-1988. However, the respondent No. 1 appropriated 3,000 shares to his minor children based on a fabricated renouncement letter dated 11-6-1988, which lacked credibility. The court held that the allotment of shares to the respondent Nos. 1 to 5 was not supported by any valid decision of the Managing Committee or the board of directors.

2. Transfer of Shares to a Non-member Company:

The transfer of 9,415 shares by the respondent Nos. 1 to 5 to Indreni Holdings Pvt. Ltd. was found to be in violation of the articles of association, which required a transfer notice to be given to the company. The court noted that no such transfer notice was given, and the transfer was done without offering the shares to the existing members first. The purported rescission of this transfer on 9-8-1990 was not reflected in the register of members as of 10-12-1990, indicating that the shares continued to be held by Indreni.

3. Management and Control of the Company:

The respondent No. 1 and his group abused their position to gain control over the company by manipulating share allotments and transfers. The court found that the respondent Nos. 1 and 2 acted in self-interest and breached their fiduciary duties by treating the company as their private affair and attempting to gain total control to the detriment of other shareholders.

4. Conduct of the AGM and EGM:

The AGM held on 20-12-1990 was marred by irregularities, including the improper recording of the outcome of voting on resolutions. The court found that the resolutions were incorrectly recorded as passed without opposition, despite clear opposition from the petitioners' group. The EGM held on 14-1-1991, which resolved to make the respondent No. 1 a permanent director and Chairman and to shift the registered office to Surat, was also conducted without clear fourteen days' notice, making it invalid.

5. Removal and Appointment of Directors:

The court found that the removal of Mr. P.U. Rana and Mr. H.A. Shinde as directors and the appointment of new directors, including making the respondent No. 1 a permanent director and Chairman, were done improperly and in breach of fiduciary duties. The court ordered the removal of all current directors and the appointment of new directors through a properly conducted EGM.

6. Location of the Registered Office:

The resolution to shift the registered office from Baroda to Surat was found to be part of the respondent Nos. 1 and 2's strategy to consolidate control. The court ordered that the registered office remains at Baroda and directed the restoration of all company records to this location.

7. Fiduciary Duties of Directors:

The court emphasized that the directors have a fiduciary duty to act in the best interest of the company and its shareholders. The actions of the respondent Nos. 1 and 2, including the improper allotment and transfer of shares, the manipulation of meeting outcomes, and the removal of dissenting directors, were found to be in gross breach of these duties. The court ordered the rectification of the register of members and the removal of the current directors to restore proper governance.

Conclusion:

The court allowed the appeals, set aside the impugned order, and granted reliefs including the invalidation of all share allotments beyond the original 425 shares, the restoration of the registered office to Baroda, the removal of all current directors, and the convening of an EGM to appoint new directors. The court also rejected the request for a stay of the order, emphasizing the need for immediate rectification of the company's affairs.

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