2001 (8) TMI 1372 - Board - Companies Law

Summary

Issues Involved:
1. Allegations of oppression and mismanagement.
2. Validity of Board meetings and resolutions.
3. Allotment of further shares.
4. Exclusion from management and cessation as directors.
5. Admission of new members and appointment of non-family directors.
6. Maintainability of the petition u/s 399 of the Companies Act, 1956.

Summary:

1. Allegations of oppression and mismanagement:
The petitioners, Ajit Singh and his wife, alleged acts of oppression and mismanagement against the respondents, claiming equal shareholding in DSS Enterprises (P.) Ltd. They sought reliefs u/s 397/398 of the Companies Act, 1956, alleging that the respondents conspired to wrest control over the company.

2. Validity of Board meetings and resolutions:
The petitioners contended that the Board meeting on 21-8-1996, where significant resolutions were passed, was fabricated. They denied receiving any notice for the meeting and questioned the authenticity of the minutes. The respondents, however, claimed that the petitioners attended the meeting and consented to the decisions.

3. Allotment of further shares:
The petitioners challenged the allotment of 40,000 shares to the second respondent at Rs. 4 per share and the subsequent allotment of 6,25,000 shares on 6-6-1997. They argued that these allotments were made without their knowledge and consent, violating the principle of equal shareholding. The respondents justified the allotments, citing the need for funds for investment in Skycell Communications.

4. Exclusion from management and cessation as directors:
The petitioners alleged that they were wrongfully excluded from management and ceased to be directors due to fabricated minutes. The respondents argued that the petitioners ceased to be directors u/s 283(1)(g) for not attending Board meetings. The court found that the cessation was not in accordance with the section, as proper notices were not proven to be sent.

5. Admission of new members and appointment of non-family directors:
The respondents admitted new members and appointed non-family directors, claiming it was necessary for raising funds. The petitioners contended that such actions disturbed the family nature of the company and were done without their consent. The court held that the admission of new members and appointment of non-family directors without the petitioners' consent was oppressive.

6. Maintainability of the petition u/s 399 of the Companies Act, 1956:
The respondents challenged the maintainability of the petition, arguing that the petitioners held less than 10% of the shares after the allotment. The court held that the petitioners' qualification to apply was affected by the impugned allotment, and thus, the petition was maintainable.

Conclusion:
The court found that the respondents acted in an oppressive manner by allotting further shares and excluding the petitioners from management without proper notice. It directed the petitioners to sell their shares to the company at a fair value determined by the statutory auditor, considering the balance sheet as on 31-3-1998. The company was also directed to keep the petitioners informed of all Board minutes and general meetings until the consideration for the shares was paid.