2008 (7) TMI 1046 - Board - Companies Law

Summary

Issues Involved:
1. Illegal appointment of additional directors.
2. Exclusion of petitioners from the office of director.
3. Usurpation of control over the Company.
4. Allotment of shares.
5. Stay of proceedings before the Company Law Board (CLB) until disposal of civil suits.

Summary:

1. Illegal Appointment of Additional Directors:
The petitioners alleged that the appointment of respondent Nos. 2 & 3 as additional directors was illegal. They contended that these appointments were not made with effect from 10-09-2002, as disclosed in Form No. 32 dated 10.09.2002.

2. Exclusion of Petitioners from the Office of Director:
The petitioners claimed they never resigned from the office of director with effect from 17.09.2002, as indicated by Form No. 32 dated 18.09.2002. They argued that the forms were filed after a delay of almost one year with the ulterior intention of usurping control over the Company.

3. Usurpation of Control Over the Company:
The petitioners alleged that the respondents usurped control over the Company by filing Form No. 32 and Form No. 2 after a significant delay, intending to exclude the petitioners from the office of director and allot shares to Selvarathinam and others.

4. Allotment of Shares:
The petitioners challenged the allotment of 22,570 shares on 10.09.2002, out of which 21,550 shares were reportedly allotted to Selvarathinam, as per Form No. 2 dated 15.09.2002. They contended that the board of directors never approved this allotment.

5. Stay of Proceedings Before the CLB:
The respondents sought a stay of all further proceedings before the CLB until the disposal of civil suits in C.S. No. 943/2002 and C.S. No. 36/2003 on the file of the High Court of Madras. They argued that the issues in the civil suits and the CLB proceedings were interconnected and that continuing the CLB proceedings could result in conflicting decisions.

Decision:
The CLB examined whether the present proceedings should be stayed until the disposal of the civil suits. It was determined that the matters in issue in the company petition were not common but entirely different from the issues involved in the civil suits. The High Court would not address the validity of the allotment of shares, the appointment of additional directors, or the exclusion of the petitioners from the office of director. Therefore, the CLB concluded that there was no identity of the subject matter before the CLB and the High Court, and the civil suits were for entirely different purposes. The reliefs claimed by the petitioners before the CLB fell within the jurisdiction of the CLB and would not be granted by the High Court. Consequently, the application for a stay of proceedings was dismissed, and the company petition was scheduled to be heard on 26.08.2006 at 2.30 PM.