2011 (12) TMI 256 - HC - Companies Law

Principle of Natural Justice - Opportunity of being heard - Appellant contended non aware of shareholding transfer - Held That - In view of Walchandnagar Industries Ltd we find no merit in the contention of assessee that it should have been put to notice, and heard on the application for impleadment. - Decision of CLB is prima facie on merits thus sustained. - Decided against assessee.

Summary

Issues:
Appeal under Section 10F of the Companies Act, 1956 against the order of the Company Law Board (CLB) allowing applications without notice to the appellant and findings against the appellant without an opportunity to defend.

Analysis:

1. The appellant challenged the CLB's order allowing applications without notice and returning findings against them without a chance to defend. The appellant argued that the amendment application and impleadment should not have been allowed without prior notice. They relied on cases like Tulsidas P. Kheraj v. Association of Engineering Workers and Robust Hotels (P) Ltd. v. E.I.H. Ltd. The respondents opposed, stating the petitioners sought to challenge share transfers without following due procedure. The CLB allowed the applications based on prima facie evaluation. The court noted the petitioners' claim of learning about transfers later and emphasized the right to challenge transfers in the original petition or a separate proceeding.

2. The CLB's decision to allow the applications was based on the petitioners' claim of unlawful share transfers affecting their shareholding in a company petition. The CLB's findings were preliminary, and no definite conclusions were made regarding the awareness of transfers at the time of filing the petition. The court emphasized the need for the appellant and other respondents to address the petitioners' claims before final findings are made.

3. The appellant argued they should have been given notice and a hearing before being impleaded. The court cited Walchandnagar Industries Ltd. v. Saraswati Industrial Syndicate Ltd., stating that notice is not required at the initial stage of impleadment. The court rejected the appellant's reliance on Tulsidas P. Kheraj and Robust Hotels (P) Ltd., noting they lacked binding authority. The court dismissed the appeal, upholding the CLB's decision to allow the applications without notice to the appellant.

In conclusion, the court dismissed the appeal, affirming the CLB's decision to allow applications without notice to the appellant. The court emphasized the preliminary nature of the findings and the appellant's right to challenge the claims made by the petitioners before final conclusions are reached. The court also clarified that notice is not required at the initial stage of impleadment, as established in previous legal precedents.