2005 (1) TMI 721 - Board - Companies Law

Summary

Issues Involved:
1. Breach of collateral security given to MSFC.
2. Alleged misappropriation of sale price of DEPB licenses.
3. Diversion of company business to M/s. Vardhman Impex Pvt. Ltd.
4. Allegation of unsecured loan and advances.

Issue-Wise Detailed Analysis:

1. Breach of Collateral Security Given to MSFC:
The petitioner alleged that Respondent Nos. 2 to 4 sold a flat offered as collateral security for term loans without the approval of Maharashtra State Financial Corporation (MSFC) or the Board of Directors, and used the sale proceeds for personal use. This act exposed the petitioner and her husband to serious civil consequences. The respondents admitted selling the flat but justified it by stating that they anticipated its release by MSFC. The judgment concluded that the respondents should not have breached the collateral security without MSFC's clearance, indicating a mismanagement of the company's financial affairs.

2. Alleged Misappropriation of Sale Price of DEPB Licenses:
The petitioner claimed that DEPB licenses worth approximately Rs. 20 lakhs were sold by the respondents without accounting for the proceeds in the company's books. The respondents contended that an ex-employee had committed fraud by unauthorizedly selling DEPB licenses worth Rs. 8 lakhs, for which an FIR was filed, and that they had obtained replacement licenses worth Rs. 12 lakhs from DGFT. The judgment noted that the respondents had taken steps to address the issue, including filing an FIR and obtaining replacement licenses, and suggested that the matter should follow its natural legal course.

3. Diversion of Company Business to M/s. Vardhman Impex Pvt. Ltd.:
The petitioner alleged that the respondent-company's business was diverted to companies owned by the Dharod Group, specifically M/s. Vardhman Impex Pvt. Ltd. and Vardhman Buildcon Pvt. Ltd., without proper disclosure or approval, causing financial loss to the respondent-company. The respondents justified the diversion by stating it was done to avail of sales tax benefits under a deferred scheme. The petitioner was aware of these transactions, and it was on the advice of her husband, Mr. Rajesh Shah, that these actions were taken. The judgment acknowledged the respondents' explanation but did not delve into the legality of the sales tax exemption scheme.

4. Allegation of Unsecured Loan and Advances:
The petitioner accused the respondents of advancing unsecured loans to M/s. Deepak Enterprises and other entities without Board approval, thereby mismanaging the company's funds. The respondents argued that these loans were known to the petitioner and her husband, who had signed the relevant balance sheets. The judgment noted that the petitioner was aware of these transactions and had participated in the company's financial decisions through her husband.

Conclusion:
The judgment concluded that the petitioner had been involved in the company's affairs until disputes arose in 2001 and had engaged in "forum shopping" by writing to various authorities and filing multiple complaints. While some actions of the respondents, such as transferring Rs. 20 lakhs to a director's personal account and selling the collateral flat, were deemed improper, they did not constitute oppression of the petitioner. The judgment directed that the petitioner be given the option to sell her shares at a fair price, to be determined by a valuer appointed by the Board, based on the company's balance sheet as of 31-3-2001. No orders as to costs were made.