1999 (9) TMI 975 - Board - Companies Law

Summary

Issues Involved:
1. Allegations of oppression and mismanagement u/s 397/398 of the Companies Act, 1956.
2. Validity of board meetings and appointment/removal of nominee directors.
3. Maintainability of the petition in light of parallel proceedings in the Bombay High Court.
4. Alleged fraudulent inducement to invest and misrepresentation of financial status.
5. Continuation of nominee directors and their rights.

Summary of Judgment:

Allegations of Oppression and Mismanagement:
The petitioners alleged acts of oppression and mismanagement in the affairs of Indocan Engineering Systems Limited, claiming that the respondents fraudulently induced them to invest in the company and failed to convene proper board meetings. They sought the appointment of an administrator, action against respondents for falsification of accounts, and the removal of the company's auditors.

Validity of Board Meetings and Appointment/Removal of Nominee Directors:
The petitioners argued that no board meetings were held after October 1997, and the respondents attempted to oust their nominee directors by convening an extraordinary general meeting. The respondents contended that the nominee directors ceased to be directors as they were appointed as additional directors and their tenure ended with the next annual general meeting. The Company Law Board (CLB) declared that the nominee directors continue as directors until the annual general meeting is held, as the legal requirement to hold the meeting was deferred due to the CLB's directions.

Maintainability of the Petition:
The respondents argued that the petition was not maintainable as the main allegations pertained to a period before the petitioners became shareholders. They also pointed out that the petitioners had filed a similar suit in the Bombay High Court seeking cancellation of the MoU and shareholders' agreement. The CLB noted that the petitioners were pursuing parallel proceedings and decided not to examine the issue of fraudulent inducement in detail, as it was already before the Bombay High Court.

Alleged Fraudulent Inducement to Invest:
The petitioners claimed that they were induced to purchase shares based on incomplete/wrong financial information provided by the respondents. The CLB did not delve into this issue, as the petitioners had already filed a civil suit in the Bombay High Court seeking cancellation of the MoU and shareholders' agreement and repayment of their investment.

Continuation of Nominee Directors and Their Rights:
The CLB held that directorial complaints could be entertained in a Section 398 petition if duly appointed directors are denied their right to function. The CLB declared that the nominee directors continue as directors until the annual general meeting is held. However, the CLB did not grant the petitioners' request for a declaration that their nominees should continue as directors as long as their investment continues, as the foundation for this right was based on the MoU, which was not fully acted upon. The CLB directed that if the nominee additional directors are not appointed as directors in the next annual general meeting, the petitioners will have the right to have one nominee as a director on the board as long as they hold 18% shares in the company.

Arbitration:
The CLB noted that the Chief Justice of the Bombay High Court had appointed an arbitrator in terms of Section 11 of the Arbitration and Conciliation Act, and the special leave petition filed by the petitioners against this order was dismissed by the Supreme Court.

Conclusion:
The petition was disposed of with no order as to costs, and the CLB provided specific directions regarding the continuation of nominee directors and their rights.