2009 (1) TMI 890 - Board - Companies Law

Summary

Issues involved: The petition involves invoking provisions of Sections 388B, 397, 398, 401-408 of the Companies Act, seeking interim reliefs to restrain all directors of a company and authorize the Central Government to appoint nominees as directors.

Summary:
The Union of India filed a petition seeking urgent relief u/s 388B, 397, 398, 401-408 of the Companies Act to restrain all directors of a company due to financial irregularities. The company, a major IT firm, faced a crisis when its Chairman admitted to financial manipulation, causing a sharp decline in share prices. The Board approved investments benefiting related parties, leading to resignations and loss of credibility. The Central Government sought to appoint 10 nominees to safeguard the company's interests. The Company Law Board found grounds to grant interim reliefs ex parte, suspending the current board and authorizing the Central Government to constitute a new Board of eminence to oversee company affairs. The new Board was tasked to report to the Central Government and take immediate actions to restore the company's operations. The respondents were given time to respond, and the petitioner could file additional affidavits as needed.

This judgment highlights the authority of the Company Law Board to intervene in company affairs under specific sections of the Companies Act to protect stakeholders' interests and uphold corporate governance standards.