2011 (7) TMI 1011 - HC - Companies Law

oppression and mismanagement - permanent editorial succession plan of retirement for the editorial board members and permanent Corporate Governance Policy for purpose of separating ownership of company from its management resolution passed in Board meeting - Respondents preferred a company petition under section 397/398 praying for stay of resolution passed by board of directors and to restrain appellants from calling EGM CLB allowed the company to hold EGM but Company Law Board stayed implementation of the decision taken in the extraordinary general meeting Held that - management of the editorial is changed and that the qualification of respondent No. 2 has not been considered cannot be the subject-matter of the petition under sections 397 and 398 of the Companies Act 1956 - order passed by the CLB cannot be sustained - dispute regarding to individual rights of respondents which could be subject matter of civil suit but not of petition under sections 397 and 398 - Company Law Board staying implementation of the decision taken in the extraordinary general meeting is ordered to be set aside

Issues Involved:

1. Jurisdiction of the Company Law Board (CLB) under Sections 397 and 398 of the Companies Act, 1956.
2. Validity of the resolutions passed by the board of directors.
3. Interim reliefs and injunctions granted by the CLB.
4. Separation of ownership and management in the company.
5. Alleged oppression of minority shareholders.
6. Professionalisation and editorial succession plan.
7. Role and powers of shareholders and directors.
8. Maintainability of appeals against interim orders of the CLB.

Detailed Analysis:

1. Jurisdiction of the Company Law Board (CLB) under Sections 397 and 398 of the Companies Act, 1956:

The appellants contended that the grievances raised by the respondents pertained to their personal interests and positions within the company and should be addressed in a civil forum, not before the CLB. They argued that the CLB's jurisdiction under Sections 397 and 398 is limited to acts of oppression and mismanagement affecting the company's affairs, not individual grievances.

2. Validity of the resolutions passed by the board of directors:

The appellants argued that the board's decision to adopt the Code of Editorial Values and to separate ownership from management was taken after due deliberation and was in line with the earlier order of the CLB. They asserted that the resolutions were aimed at professionalising the company and were in the company's best interest.

3. Interim reliefs and injunctions granted by the CLB:

The CLB's interim order restrained the company from implementing the resolutions passed in the extraordinary general meeting. The appellants contended that the CLB erred in granting interim relief without first adjudicating the maintainability of the petition and without recording a prima facie case that the resolutions were prejudicial to the company's interest.

4. Separation of ownership and management in the company:

The appellants emphasized that the policy decision to separate ownership from management was aimed at maintaining impartiality, fairness, and objectivity in editorial and journalistic functioning. They argued that the decision was in line with the company's goals and was necessary for its professionalisation.

5. Alleged oppression of minority shareholders:

The respondents argued that the resolutions were an attempt to oppress minority shareholders by removing them from key editorial positions. They contended that the resolutions were contrary to the earlier decision of the CLB, which directed the board to consider succession issues.

6. Professionalisation and editorial succession plan:

The appellants argued that the decision to appoint Siddharth Varadarajan as editor was made after considering multiple candidates and was aimed at professionalising the editorial side of the company. They contended that the decision was in line with the company's policy to separate ownership from management.

7. Role and powers of shareholders and directors:

The appellants contended that the shareholders' role is to watch the proprietary interest in the company and not to interfere with day-to-day management decisions. They argued that the CLB's order interfered with the board's powers and the company's functioning.

8. Maintainability of appeals against interim orders of the CLB:

The respondents argued that the interim order was based on consent and was not appealable. However, the appellants contended that the order was not a consent order and that it was appealable under Section 10F of the Companies Act, 1956, as it involved questions of law.

Conclusion:

The court found merit in the appellants' contentions and held that the CLB cannot issue an injunction against the implementation of decisions taken by the shareholders unless a prima facie finding is recorded that the decision is prejudicial to the public interest or the company at large. The court set aside the CLB's order staying the implementation of the resolutions and directed the CLB to dispose of the main company petition within six months. The court clarified that its observations should not be taken as a final opinion on the merits of the controversy.

← Previous Next →