2001 (9) TMI 1159 - Board - Companies Law

Issues Involved:
1. Alleged oppression through the issuance and allotment of further shares.
2. Validity of the board meetings held on 3-6-1999 and 12-7-1999.
3. Alleged non-receipt of offers for right shares by the petitioners.
4. Alleged fabrication of documents by the respondents.
5. Alleged forum shopping by the petitioners.
6. Applicability of Order XXIII Rule 1(4) of the Code of Civil Procedure.
7. Alleged breach of fiduciary duties by the Board of Directors.
8. Alleged non-compliance with the Articles of Association and Section 81 of the Companies Act, 1956.
9. Alleged concealment of material changes in the Directors' report.

Detailed Analysis:

1. Alleged Oppression through the Issuance and Allotment of Further Shares:
The petitioners alleged that the issuance and allotment of further shares to the 8th respondent, controlled by the 2nd respondent, were oppressive and aimed at gaining absolute majority control. The respondents argued that the shares were issued on a rights basis and that the petitioners were offered these shares but did not subscribe to them. The Board concluded that the issuance of shares was not in the interest of the company but was a pre-planned act to benefit the 8th respondent exclusively. The purpose and motive behind the issuance were found to be oppressive to the petitioners.

2. Validity of the Board Meetings Held on 3-6-1999 and 12-7-1999:
The petitioners contended that Dr. Charat Ram did not attend the board meetings on 3-6-1999 and 12-7-1999, and the minutes showing his presence were fabricated. The respondents claimed that the meeting on 3-6-1999 was adjourned from 11:00 AM to 7:30 PM to enable Dr. Charat Ram's attendance. The Board found that Dr. Charat Ram did not attend these meetings, and the documents showing his attendance were fabricated. The decision to issue and allot shares was made without his consent.

3. Alleged Non-receipt of Offers for Right Shares by the Petitioners:
The petitioners argued that they did not receive the offer for right shares and that the registered envelopes contained only a letter dated 11-6-1999 about the postponement of the EOGM. The respondents produced evidence of dispatch and receipt of the registered letters. The Board concluded that the registered envelopes did not contain the offers for right shares but only the letter dated 11-6-1999, and no offers were made to the petitioners.

4. Alleged Fabrication of Documents by the Respondents:
The petitioners alleged that the documents produced by the respondents, including the minutes of the board meetings and the letter from the bank requiring an increase in share capital, were fabricated. The Board found that the documents were indeed fabricated, and the claim that the bank required the company to increase the share capital was false.

5. Alleged Forum Shopping by the Petitioners:
The respondents contended that the petitioners were guilty of forum shopping by filing similar reliefs in the Delhi High Court and the Company Law Board. The petitioners withdrew the application in the High Court and proceeded with the petition before the Company Law Board. The Board found no bar in proceeding with the matter as the petitioners had withdrawn the application in the High Court.

6. Applicability of Order XXIII Rule 1(4) of the Code of Civil Procedure:
The respondents argued that the petitioners, having withdrawn their application in the High Court without liberty to re-agitate, were barred from filing the present petition. The Board held that the provisions of the Code of Civil Procedure were not strictly applicable to the proceedings before the Company Law Board, and the petitioners were not barred from filing the present petition.

7. Alleged Breach of Fiduciary Duties by the Board of Directors:
The petitioners alleged that the Board of Directors, controlled by the 2nd respondent, breached their fiduciary duties by issuing and allotting shares to the 8th respondent. The Board found that the directors had acted in breach of their fiduciary duties by allotting shares for the benefit of one group of shareholders, which was oppressive to the petitioners.

8. Alleged Non-compliance with the Articles of Association and Section 81 of the Companies Act, 1956:
The petitioners contended that the issuance of shares was in violation of the Articles of Association and Section 81 of the Companies Act, 1956. The Board found that the general body approval was not necessary for the issuance of shares within the existing authorized capital, and the Board had the power to issue shares on a rights basis.

9. Alleged Concealment of Material Changes in the Directors' Report:
The petitioners argued that the increase in share capital was not disclosed in the Directors' report, as required under Section 217 of the Companies Act, 1956. The Board found that the omission to disclose the increase in share capital was deliberate and aimed at preventing the petitioners from challenging the issuance of shares.

Conclusion:
The Board concluded that the issuance and allotment of further shares to the 8th respondent were oppressive to the petitioners and were made with the motive to gain absolute control over the company. The Board directed the 8th respondent to transfer 49% of the allotted shares to the petitioners and restrained the 8th respondent from exercising voting rights on the impugned shares until the transfer was completed. The petition was disposed of with no order as to costs.

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