2011 (9) TMI 842 - SC - Companies Law

Oppression and mismanagement Memorandum of Understanding was entered into between WBIDC and the Chatterjee Petrochem (Mauritius) Company - It was decided that both WBIDC and CP (M) C that in case of disinvestment by WBIDC, the disinvested shares would be offered to CP (M) C violation of condition - HPL had approved the issuance and allotment of equity shares worth ₹ 150 crores at par to Indian Oil Corporation (IOC) - Company would continue to retain its private character and the Chatterjee group would have control over its management, such promises, although, reduced into writing in the form of agreements, not only remained unfulfilled, but even the character of the Company was altered with the transfer and sale of 150 million shares by the Company in favour of IOC - despite having transferred 155 million shares in favour of CP (I) PL, and having received the full price therefor, the Company had not registered the same in the Company s Register of Share-holders, thereby depriving the Chatterjee Group from exercising its right to vote in respect of the said shares - transferring 150 million shares in favour of IOC, the character of the Company was altered from a Private Company into a Government Company and also reduced the Chatterjee Group to a minority Held that - failure of WBIDC and GoWB to register the 155 million shares transferred to CP (I) PL could not, strictly speaking, be taken to be failure on the part of the Company, but it was the failure of one of the parties to a private arrangement to abide by its commitments. The remedy in such a case was not under Section 397 of the Companies Act. No acts of oppression had been made out against the Company. Directions given to WBIDC and GoWB to transfer 520 million shares held by them in HPL to the Chatterjee Group

Issues Involved:
1. Jurisdiction of Company Law Board (CLB)
2. Allegations of Oppression and Mismanagement
3. Specific Performance of Agreements
4. Doctrine of Legitimate Expectation
5. Quasi-Partnership Concept
6. Transfer and Registration of Shares
7. Allotment of Shares to Indian Oil Corporation (IOC)
8. Public vs. Private Company Status
9. Role of Government and Public Policy
10. Relief under Sections 397, 398, and 402 of the Companies Act

Detailed Analysis:

1. Jurisdiction of Company Law Board (CLB)
The CLB was questioned on whether it could assume jurisdiction to enforce rights under private contracts in a petition under Section 397 of the Companies Act. The High Court held that the CLB could not assume jurisdiction as the petition was essentially for specific performance of private agreements between shareholders, which could not be treated as "affairs of the Company."

2. Allegations of Oppression and Mismanagement
The Chatterjee Group alleged that the affairs of the company were conducted in a manner oppressive to them, particularly through the non-registration of 155 million shares transferred to them and the allotment of 150 million shares to IOC. The High Court found no continuous acts of oppression and held that the CLB's findings were based on jurisdictional errors.

3. Specific Performance of Agreements
The Chatterjee Group sought specific performance of various agreements, including the transfer of shares and management control. The High Court held that the CLB could not convert the petition into a suit for specific performance, as the agreements were private contracts between shareholders.

4. Doctrine of Legitimate Expectation
The Chatterjee Group argued that they had a legitimate expectation to control the company based on earlier agreements. The High Court held that the CLB erred in applying this doctrine, as it effectively enforced specific performance, which was beyond its jurisdiction.

5. Quasi-Partnership Concept
The Chatterjee Group claimed the company was a quasi-partnership, entitling them to management control. The High Court held that HPL could not be considered a quasi-partnership merely because the promoters described themselves as partners, especially given its large and complex structure.

6. Transfer and Registration of Shares
The Chatterjee Group contended that the non-registration of 155 million shares in their favor was an act of oppression. The High Court held that the failure to register the shares was a private dispute between shareholders and not an act of the company, thus not falling under Section 397.

7. Allotment of Shares to Indian Oil Corporation (IOC)
The Chatterjee Group objected to the allotment of shares to IOC, alleging it was done to reduce their control. The High Court found that the allotment was part of a debt restructuring package and was in the company's interest, not an act of oppression.

8. Public vs. Private Company Status
The Chatterjee Group argued that the company's status as a private entity was altered by the allotment of shares to IOC. The High Court held that the change in status was a result of financial necessity and not an act of oppression.

9. Role of Government and Public Policy
The Government of West Bengal argued that the decision to disinvest was a policy matter not amenable to judicial review. The High Court agreed, emphasizing that economic decisions involving public policy should not be interfered with by courts unless there is a clear violation of statutory or constitutional provisions.

10. Relief under Sections 397, 398, and 402 of the Companies Act
The High Court held that the CLB could not grant relief under these sections without a finding of oppression or mismanagement. The CLB's directions for the transfer of shares were set aside as they were based on jurisdictional errors and not on findings of oppression.

Conclusion:
The appeals were dismissed, and the High Court's decision to set aside the CLB's directions was upheld. The parties were directed to bear their own costs. The judgment emphasized that the CLB's jurisdiction is limited to addressing acts of oppression and mismanagement within the company's affairs and cannot be extended to enforce private agreements between shareholders.

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