2004 (3) TMI 429 - HC - Companies Law

Summary

Issues Involved:
1. Validity of the election held on 29-11-1999.
2. Control over the majority voting powers in the Company.
3. Sale and transfer of 2000 shares held by the Company in M/s. Surma Valley Stock Limited.
4. Increase in the paid-up capital of the Company.
5. Allegations of manipulation and false voting.
6. Maintainability of the appeals under section 10F of the Companies Act, 1956.
7. Necessity of holding fresh elections and correcting the shareholders' register.

Detailed Analysis:

1. Validity of the election held on 29-11-1999:
The Company Law Board declared the election held on 29-11-1999 as invalid, citing manipulation of votes. The Board concluded that the re-election of the retiring directors was effected through manipulation, and thus declared their re-election invalid. The Board directed the handover of the Board to the directors who were declared elected based on the effective voting.

2. Control over the majority voting powers in the Company:
In Company Petition No. 113 of 2000, the respondents claimed control over the majority voting powers. The Company Law Board found that the sale and transfer of 2000 shares were done to increase voting power, not for any bona fide purpose. Thus, the sale was canceled, and the shares were restored in the name of the company.

3. Sale and transfer of 2000 shares held by the Company in M/s. Surma Valley Stock Limited:
The Company Law Board observed that the sale of 2000 shares was done to increase voting power. Consequently, the sale was canceled, and the shares were restored to the company's name. The Board found mismanagement in the sale of shares held by the Company in M/s. Surma Valley Stock Limited, indicating that the sale was aimed at gaining control over the Company.

4. Increase in the paid-up capital of the Company:
The Board found that the increase in the paid-up capital by accepting the unpaid amount on 400 shares was done to increase voting power. Therefore, voting on these shares beyond Rs. 10 per share was not allowed until the disposal of the appeal. The Board directed the company to decide on retaining or reducing the paid-up value after the High Court's decision.

5. Allegations of manipulation and false voting:
The Company Law Board found evidence of manipulation, including false proxies and votes cast by dead shareholders. The appellants failed to produce relevant documents to counter these allegations. The Board concluded that 1085 shares were dormant and should not have been activated solely for voting purposes. The findings were affirmed by the dismissal of related appeals by the High Court.

6. Maintainability of the appeals under section 10F of the Companies Act, 1956:
The appeals were challenged on the ground that section 10F provides for appeal only on questions of law. The Court found no specific question of law formulated in the appeals. The appellants did not produce material evidence to counter the allegations of manipulation, leading the Board to draw adverse inferences. The Court found no perversity in the Board's findings and concluded that there was no question of law involved in the appeals.

7. Necessity of holding fresh elections and correcting the shareholders' register:
Both parties expressed the need for free and fair elections after correcting the shareholders' register. The Court directed the constitution of an interim Board of Directors with representatives from both appellant and respondent groups. The interim board, under the supervision of an observer nominated by the Company Law Board, would correct the shareholders' register and examine the legality of share transfers and capital increase. An EOGM would then be held for the election of the Board of Directors.

Conclusion:
The appeals were disposed of with directions to constitute an interim Board of Directors, correct the shareholders' register, and hold fresh elections under the supervision of an observer. The Company Law Board's decisions were based on the factual details provided by the parties, and the Court found no reason to interfere with these findings.