1995 (8) TMI 331 - Board - Benami Property

Issues Involved:
1. Maintainability of the joint petition under Company Law Board Regulations, 1991.
2. Requirement of being a member to file a petition under Section 111(4) of the Companies Act, 1956.
3. Jurisdiction of the Company Law Board to decide on matters relating to allotment/non-allotment of shares.
4. Involvement of complicated questions of law and facts.
5. Entitlement of the petitioners to reliefs.

Detailed Analysis:

1. Maintainability of the Joint Petition:
The respondents argued that the joint petition filed by nine petitioners in C.P. No. 2 of 1994 is not maintainable under Regulation 14(4)(b) of the Company Law Board Regulations, 1991. The Board concluded that Regulation 14(4)(a) allows joint petitions if the petitioners have a common interest and seek identical reliefs. Regulation 14(4)(b) does not restrict this discretion unless specifically permitted by the Act. Therefore, the joint petition was deemed maintainable.

2. Requirement of Being a Member:
The respondents contended that one must be a member to file a petition under Section 111(4). The Board referred to precedents, including the judgment in Coronation Tea Co. Ltd., In re [1962] 32 Comp Cas 568 (Cal), which clarified that a person claiming title to shares can seek rectification even if not a member. The Board concluded that the term "having become a member" in Section 111(4)(b) refers to the eligibility to become a member, not actual membership. Thus, the petitioners' eligibility to become members was sufficient to file the petition.

3. Jurisdiction of the Company Law Board:
The respondents argued that the Company Law Board lacks jurisdiction over pre-allotment issues. The Board distinguished between general applications for shares and cases involving promoters' rights. It cited several judgments, including Public Passenger Services Ltd. v. M. A. Khadar [1966] 36 Comp Cas 1 (SC), which affirmed the Board's jurisdiction to decide questions related to rectification, including allotment issues. The Board concluded it had jurisdiction to address the petitioners' claims.

4. Complicated Questions of Law and Facts:
The respondents highlighted the complexity of issues such as the nature of the understanding between family members, the genuineness of declarations before tax authorities, and the source of funds. The Board acknowledged the discretion to refrain from exercising jurisdiction in cases involving complex questions. It examined the facts and found that while C.P. No. 2 of 1994 involved complicated issues, C.P. No. 9 of 1994 did not. Therefore, the Board decided to address the latter while relegating the former to civil court.

5. Entitlement to Reliefs:
For C.P. No. 9 of 1994, the Board found that SM's contribution of Rs. 6.8 lakhs was undisputed and recognized her as a promoter. The Board referred to various documents, including guarantees and undertakings with IFCI, which established her right to be a shareholder. The Board concluded that SM should be allotted 68,000 shares for her contribution. The company was ordered to rectify the register of members accordingly, ensuring the transfer of shares from respondents Nos. 2 and 3 or their group.

Conclusion:
The Board allowed the joint petition under Regulation 14(4)(a) and found that membership is not a prerequisite for filing a petition under Section 111(4). It affirmed its jurisdiction to decide on allotment issues but refrained from addressing C.P. No. 2 of 1994 due to complex questions, relegating it to civil court. For C.P. No. 9 of 1994, the Board ordered the allotment of shares to SM, directing the company to rectify the register of members. Both petitions were disposed of with no order as to costs.

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