2011 (6) TMI 667 - HC - Companies Law

Oppression and mismanagement - dispute between the majority and the minority - transfer of shares - dispute in a small business family

Issues Involved:
1. Locus standi of the minority group to file an application under sections 397 and 398 of the Companies Act, 1956.
2. Validity of share transfers and the consequent shareholding of the minority group.
3. Jurisdiction and procedure of the Company Law Board in determining share qualification under section 399 of the Companies Act, 1956.
4. The legal implications of alleged forgery and fraud in share transfers.

Issue-Wise Detailed Analysis:

1. Locus Standi of the Minority Group:
The core issue is whether the minority group had the requisite shareholding to maintain an application under sections 397 and 398 of the Companies Act, 1956. The majority group contended that the minority did not have more than 6% shareholding at the time of filing the application, as key members had sold significant shares in 2007. The minority group argued that they never signed the transfer deeds, and the transactions were managed by other family members who controlled their financial and corporate affairs. The Company Law Board dismissed the application challenging the locus standi, leading to the majority group's appeal.

2. Validity of Share Transfers and Consequent Shareholding:
The majority group presented income-tax returns and related documents to show that key members of the minority group had sold their shares, reducing their holding to 6%. The minority group countered that the transfers were unauthorized and the documents were signed blindly under the influence of the controlling family members. They argued that the share transfers were void as they did not sign the transfer deeds, and the company should not have registered these transfers without proper documentation as required by section 108 of the Companies Act, 1956.

3. Jurisdiction and Procedure of the Company Law Board:
The judgment emphasized that the Company Law Board must come to a positive finding on whether the petitioners have the requisite qualifying shares under section 399 before proceeding with a case under sections 397 and 398. The Board should not defer this determination until the conclusion of the trial to prevent misuse of the process by unqualified petitioners. The judgment cited several cases to support this view, including the English case of A Company (No. 001761 of 1986) and the Supreme Court cases of M. S. D. C. Radharamanan and Sangramsinh P. Gaekwad. The judgment clarified that private disputes between shareholders or between a shareholder and the company should not be entertained under sections 397 and 398 unless the company itself is involved in reducing the shareholding through illegal acts.

4. Legal Implications of Alleged Forgery and Fraud:
The minority group alleged that the share transfers were fraudulent and that the controlling family members had manipulated the documents. The judgment stated that in such cases, the Company Law Board should first examine the company's records for properly executed transfer deeds. If no such deeds exist, the Board should consider the minority's claim valid until a civil court rules otherwise. If the deeds are found, the Board should dismiss the petition with liberty for the minority to reapply after establishing their right in a civil forum. The judgment emphasized that substantial evidence of forgery or fraud should prompt the Board to relegate the parties to a civil court.

Conclusion:
The judgment concluded that the Company Law Board did not follow the appropriate approach in determining the share qualification issue. The case was remanded to the Board for reconsideration and a fresh order in accordance with the legal principles discussed. The appeal was partly allowed, and the stay application, if any, was disposed of with no order as to costs.

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