2002 (7) TMI 813 - Board - Companies Law

Summary

Issues Involved:
1. Abuse of Section 284(4) of the Companies Act, 1956.
2. Non-allotment of shares and alleged violations by the petitioner-company.
3. Respondent's repeated notices for the removal of a director.
4. Respondent's legal actions and their outcomes.
5. Petitioner's request for exemption from publishing the respondent's notice.

Detailed Analysis:

1. Abuse of Section 284(4) of the Companies Act, 1956:
The petitioner-company argued that the respondent has been misusing Section 284(4) by serving repetitive notices for the removal of Mr. Deepak S. Parekh as a director since 1998. The respondent failed to propose the resolution at the AGMs, demonstrating an abuse of the provision for "needless publicity for defamatory matters." The Company Law Board (CLB) has the authority under Section 284(4) to prevent such abuse by directing the company not to circulate the notice.

2. Non-allotment of Shares and Alleged Violations by the Petitioner-Company:
The respondent's grievance stemmed from the non-allotment of 600 shares of HDFC Bank Ltd. due to the consolidation of seven share certificates into one folio. The respondent claimed that the petitioner-company violated various provisions of the Companies Act, 1956, including Sections 628, 205, 284, 111, and 173. However, the CLB noted that these issues were not within its purview and advised the respondent to seek redress from appropriate authorities.

3. Respondent's Repeated Notices for the Removal of a Director:
The respondent served notices under Section 284(4) every year since 1998 for the removal of Mr. Deepak S. Parekh. Despite these notices being published by the petitioner-company, the respondent failed to move the resolution at the AGMs. This pattern indicated that the respondent's intention was not genuine but rather aimed at defaming the director and the company.

4. Respondent's Legal Actions and Their Outcomes:
The respondent filed multiple complaints and suits in various forums, including the Consumer Dispute Redressal Forum, the City Civil Court, and the High Court of Gujarat. All these actions were dismissed, with courts often noting the lack of merit in the respondent's claims. The petitioner-company also filed a criminal complaint against the respondent for attempting to procure multiple folio numbers fraudulently.

5. Petitioner's Request for Exemption from Publishing the Respondent's Notice:
The petitioner-company sought exemption from publishing the respondent's notice under Section 284(4) in the forthcoming AGM, arguing that it was an abuse of process. The CLB agreed, noting the respondent's failure to propose the resolution at previous AGMs and the pattern of frivolous litigation. The CLB directed the petitioner-company not to circulate the respondent's notice for the AGM scheduled on 25-7-2002.

Conclusion:
The CLB concluded that the respondent's actions constituted an abuse of Section 284(4) of the Companies Act, 1956, aimed at securing needless publicity for defamatory matters. The petitioner's request for exemption from publishing the respondent's notice was granted, and the petitioner-company was directed not to circulate the said notice to its members. The petition was disposed of accordingly.