2013 (9) TMI 1184 - Board - Companies Law

Summary

Issues Involved:
1. Maintainability of the petition u/s 397 and 398 of the Companies Act, 1956.
2. Alleged acts of oppression and mismanagement.
3. Validity of the transfer of shares and resignation of directors.
4. Delay and laches in filing the petition.
5. Manipulation in the filing of DIN-3 forms.

Summary:

1. Maintainability of the Petition:
The respondents challenged the maintainability of the petition on the grounds that the petitioners were not shareholders at the time of filing the petition, thus not qualifying u/s 399 of the Act. The petitioners contended that they never transferred their shares and that the documents presented by the respondents were fabricated. The Board examined the documents, including a Memorandum of Understanding (MoU) and letters of resignation, and concluded that the petitioners had indeed transferred their shares and resigned as directors in 2004. Consequently, the petition was deemed not maintainable u/s 399 of the Act.

2. Alleged Acts of Oppression and Mismanagement:
The petitioners alleged that the respondents increased their shareholding without notice and removed the petitioners as directors without proper procedure. However, since the petitioners were found to have transferred their shares and resigned in 2004, these allegations were rendered meaningless. The Board held that the petitioners were not entitled to challenge these acts as they were no longer shareholders or directors at the time of the alleged acts.

3. Validity of the Transfer of Shares and Resignation of Directors:
The petitioners argued that the transfer of shares was invalid due to lack of consideration and non-compliance with section 108 of the Act. The Board found that the MoU and other documents were genuine and that the transfer of shares was part of a family arrangement, which did not require monetary consideration. The Board also noted that the petitioners had voluntarily resigned and transferred their shares, and thus, the transfer was valid.

4. Delay and Laches in Filing the Petition:
The respondents argued that the petition was barred by limitation and suffered from inordinate delay and laches. The Board agreed, noting that the petitioners had knowledge of their resignation and transfer of shares since 2004 but did not raise any objections for seven years. The petition was thus dismissed on the grounds of delay and laches.

5. Manipulation in the Filing of DIN-3 Forms:
During the pendency of the petition, it was discovered that the petitioners had manipulated records to show themselves as directors of the company. The Board found this to be a clear manipulation and allowed the application to remove the petitioners' names as directors and to undo the effect of the DIN-3 filing.

Order:
(i) The company petition is dismissed.
(ii) CA No. 154 of 2013 is allowed, directing the RoC Mumbai to remove the petitioners' names as directors and undo the DIN-3 filing.
(iii) CA No. 204 of 2013 is disposed of in terms of the judgment.
(iv) No order as to costs.
(v) Copies of the order to be communicated to all parties and forwarded to RoC for necessary action.