1999 (10) TMI 745 - Board - Companies Law

Issues Involved:
1. Alleged creation of stalemate and deadlock in the affairs of the company.
2. Appointment of the joint administrator over the assets, properties, and funds of the company.
3. Elimination of the petitioners from the management or control of the company.
4. Company suffering losses due to lack of additional capital and modernization.
5. Transfer of shares in violation of the agreement, altering majority control.

Issue-wise Detailed Analysis:

1. Alleged Creation of Stalemate and Deadlock:
The petitioners, holding 49.27% of shares in the company, alleged that respondents Nos. 2 and 3 created a stalemate and deadlock in the company's affairs to obtain a better price for the shares held by the petitioners. The petitioners sought various declaratory and injunctive reliefs to address these issues, including the declaration of the authorized share capital, the validity of share issues, and the cessation of directorship of certain respondents.

2. Appointment of Joint Administrator:
The High Court of Calcutta appointed a special officer as a joint administrator over the company's assets, properties, and funds. Respondents Nos. 2 and 3 argued that the Company Law Board (CLB) proceedings should be stayed because the High Court was already handling the matter, which could lead to conflicting findings. The petitioners contended that the administrator was not an officer of the court and that the CLB could still grant relief without the court's leave.

3. Elimination of Petitioners from Management:
The petitioners claimed they were being eliminated from the management or control of the company through various acts by respondents Nos. 2 and 3, including the purported transfer of shares and the appointment of new directors. They sought declarations to nullify these actions and restrain respondents Nos. 2 and 3 from acting as directors or interfering with board meetings.

4. Company Suffering Losses:
The petitioners alleged that the company suffered enormous losses due to the lack of additional capital for modernization and labor demands, resulting in labor indiscipline and a drastic fall in income. They argued that these issues were part of the broader acts of oppression and mismanagement by respondents Nos. 2 and 3.

5. Transfer of Shares in Violation of Agreement:
The petitioners challenged the transfer of 560 shares by respondent No. 6 to respondent No. 7, claiming it violated the terms of the agreement between the petitioners and respondents Nos. 2 and 3. This transfer allegedly tilted the majority control in favor of respondents Nos. 2 and 3, ousting the petitioners from management. The petitioners sought to declare this transfer illegal and direct respondents to sell their shares to the petitioners.

Preliminary Objection and Stay of Proceedings:
Respondents Nos. 2 and 3 raised a preliminary objection, stating they had already filed a civil suit in 1996 before the High Court of Calcutta, seeking similar reliefs as in the company petition. They argued that the CLB proceedings should be stayed until the civil suit was disposed of to avoid conflicting findings. The petitioners countered that the reliefs sought in the civil suit were different and that the CLB had exclusive jurisdiction under Section 402 of the Companies Act to direct the sale or purchase of shares.

Legal Precedents and Decisions:
The respondents cited several cases to support their argument for staying the CLB proceedings due to the pendency of the civil suit. The petitioners, however, relied on other cases to argue that the CLB could proceed with the petition despite the civil suit. The CLB noted that the issues in dispute were substantially the same in both forums and that findings by both the High Court and the CLB could lead to conflicts. Therefore, to avoid such conflicts, the CLB decided to stay the proceedings until the civil suit was resolved.

Conclusion:
The CLB concluded that since the civil proceeding before the Calcutta High Court was prior in time to the filing of the petition before the CLB, and to avoid conflict of decisions, the proceedings before the CLB should be stayed until the disposal of the civil suit. The application in C.A. No. 22 of 1999 was accordingly disposed of, staying the company petition proceedings.

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