2009 (10) TMI 951 - Board - Companies Law

Summary

Issues Involved:
1. Alleged oppressive allotment of shares.
2. Validity of share allotments without proper resolutions.
3. Dispute over management control and shareholding.
4. Allegations of abandonment and financial incapacity.
5. Genuineness of share certificates.
6. Relief and remedies for alleged oppression.

Detailed Analysis:

1. Alleged Oppressive Allotment of Shares:
The petitioners alleged that the OPA group reduced their shareholding percentage by allotting shares worth Rs. 75 lakhs to non-members on December 12, 2005, and further shares worth Rs. 1 crore on March 19, 2007, without proper resolutions. This was claimed to be an act of oppression to gain majority control. The Company Law Board (CLB) found that the allotments were made without passing resolutions under Section 81(1A) of the Companies Act, 1956, and thus were invalid. The RMS group had share application money of Rs. 21.8 lakhs, but no shares were allotted to them, which further indicated an oppressive act.

2. Validity of Share Allotments Without Proper Resolutions:
The respondents did not provide any evidence of resolutions passed under Section 81(1A) for the allotment of shares to non-members. The CLB noted that as a public company, rights shares could only be issued unless a resolution under Section 81(1A) was passed. The failure to follow this statutory requirement rendered the allotments invalid.

3. Dispute Over Management Control and Shareholding:
The RMS group contended that the OPA group was supposed to hold only 30% shares with joint management, while the OPA group claimed they were to gain full control. The CLB found no evidence of an agreement for the transfer of an additional 1.65 lakh shares beyond the initially transferred 3 lakh shares. The OPA group's claim of majority control was thus unfounded. The CLB also noted that the RMS group had not abandoned the company as they continued to hold shares, provided loans, and had share application money.

4. Allegations of Abandonment and Financial Incapacity:
The OPA group argued that the RMS group had abandoned the company due to financial incapacity and being on the defaulters list. However, the CLB found that the RMS group's continued financial involvement and shareholding indicated no abandonment. Being on the defaulters list did not debar the RMS group from management.

5. Genuineness of Share Certificates:
There was a dispute over the genuineness of share certificates, with both parties producing different sets of certificates. The CLB noted that determining the genuineness of the certificates was not necessary for the present proceedings as the RMS group's shareholding was already reflected in the register of members. The CLB suggested that any issues regarding the genuineness of the certificates could be resolved by the Debts Recovery Tribunal.

6. Relief and Remedies for Alleged Oppression:
The CLB held that the impugned allotments were acts of oppression and directed the company to convene a general meeting to elect directors based on the shareholding as of October 2003. The CLB appointed an independent chairman for the meeting and provided for the possibility of one group buying out the other's shares at a fair valuation determined by an independent valuer. The CLB emphasized that the relief should ensure fair treatment and prevent the wrongdoer from benefiting from their actions.

Conclusion:
The CLB found that the OPA group's actions in allotting shares without proper resolutions were oppressive and invalid. The RMS group had not abandoned the company and retained their rights as shareholders. The CLB directed a general meeting to reconstitute the board and provided for a fair valuation mechanism for share buyouts to resolve the dispute equitably.