2016 (12) TMI 1914 - HC - Companies Law

Oppression and mismanagement - whether the matter fixed before the Delhi Bench was heard only on the two Company Application nos. 122 and 133 of 2015 and the disposal of the main Company Petition was in breach of the principles of natural justice? - HELD THAT - The records clearly reveal that the Company Petition filed by the Respondent nos. 1 and 2 was before the Bench at Mumbai In fact the Company Law Board Regulations of 1991 clearly provides in Regulation (7) that all proceedings other than the proceedings before the Principal Bench under Regulation 4 shall be instituted before the Bench within whose jurisdiction the registered office of the Company is situated or at any other place outside the region with the consent of the parties. In such circumstances the Petition was filed in Mumbai which had jurisdiction to entertain such Petition. An Order was passed dated 29.06.2015 by the Government in exercise of the powers contained in sub- Section 4(B) of Section 10(E) of the Companies Act 1956 read with Regulation 4 of the Company Law Board Regulations 1991 thereby constituting the benches for the purpose of exercising and discharging the Board s powers and functions in the manner specified therein. In the present case in consonance with the said Orders the Company Application nos. 122 of 2015 and 133 of 2015 wherein the Appellants on one hand and the Respondent nos. 1 and 2 on the other hand filed applications for interim reliefs and in view of the urgency shown by the parties the matter was placed for hearing on such application before the Bench at New Delhi - No doubt the learned Board has elaborately examined the material on record whilst passing the impugned Judgment but the law recognizes that a view has to be taken after giving an appropriate notice and opportunity to the parties to advance their arguments. The ultimate decision taken by the Company Law Board would affect the substantive rights of the parties and such rights cannot be defeated or taken away without giving the parties an effective hearing on the issues involved. Without going into the merits of the rival contentions raised by the Appellants and the Respondents in the main Petition it is found appropriate and in the interest of justice to quash and set aside the impugned Judgment passed by the Company Law Board and direct the Company Law Board to decide the Company Petition and the said two Applications afresh after hearing the parties in accordance with law. The impugned Order/Judgment dated 25.04.2016 is quashed and set aside - Company Petition no. 18 of 2015 and Company Application nos. 122 of 2015 and 133 of 2015 are restored to the file of the learned Company Law Board Mumbai Bench - appeal disposed off.

Issues Involved:

1. Breach of principles of natural justice.
2. Jurisdiction and authority of the Company Law Board, New Delhi.
3. Whether the disposal of the main Company Petition without a separate hearing was justified.
4. Allegations of oppression and mismanagement under Sections 397-398 of the Companies Act, 1956.
5. The legality of resolutions passed at the Extraordinary General Meeting.

Issue-wise Detailed Analysis:

1. Breach of Principles of Natural Justice:

The core contention of the Appellants was that the Company Law Board, New Delhi, disposed of the main Company Petition without providing a separate hearing, thereby breaching the principles of natural justice. The Appellants argued that the matter was fixed for hearing only on two Company Applications (nos. 122 and 133 of 2015), and not the main Petition. The judgment noted that the parties were not given an opportunity to advance final arguments on the main Petition, which affected their substantive rights. Consequently, the impugned Judgment was quashed and set aside on this ground alone, emphasizing the necessity of giving parties an effective hearing on the issues involved.

2. Jurisdiction and Authority of the Company Law Board, New Delhi:

The judgment scrutinized the jurisdiction of the Company Law Board, New Delhi, which was conferred powers to examine only urgent and mentioning matters. The Appellants highlighted that the New Delhi Bench was only to handle urgent reliefs due to the absence of a Member at Mumbai. The judgment observed that the New Delhi Bench's decision to dispose of the main Petition, without notifying the parties that the matter was being examined finally, was not justified. The Orders dated 29.06.2015 and 23.09.2015 limited the New Delhi Bench's jurisdiction to urgent matters, thus questioning its authority to dispose of the main Petition.

3. Whether the Disposal of the Main Company Petition Without a Separate Hearing Was Justified:

The judgment addressed whether the issues and reliefs in the Company Applications were the same as those in the main Petition. It was noted that the Company Law Board believed that the reliefs in the Applications made the main Petition infructuous, justifying its disposal alongside the Applications. However, this view was not communicated to the parties, and the judgment concluded that the Company Law Board erred in disposing of the main Petition without a proper hearing, thereby violating the principles of natural justice.

4. Allegations of Oppression and Mismanagement:

The Respondents contended that the actions of the Appellants were oppressive to the minority shareholders, invoking Sections 397-398 of the Companies Act, 1956. The Company Law Board had originally found the conduct of the Appellants to be oppressive against the interests of the minority shareholders, leading to the decision for the minority group to exit the Company. However, due to procedural lapses, the judgment did not delve into the merits of these allegations and instead focused on procedural fairness.

5. The Legality of Resolutions Passed at the Extraordinary General Meeting:

The legality of the resolutions passed at the Extraordinary General Meeting, including the decision to increase share capital through a rights issue, was contested. The Appellants sought to implement these resolutions, while the Respondents filed applications questioning their legality. The judgment highlighted that these issues were intertwined with the main Petition and required a comprehensive hearing, which was not provided, leading to the quashing of the impugned Judgment.

Conclusion:

The judgment concluded that due to the breach of principles of natural justice and jurisdictional overreach, the impugned Judgment was unsustainable. The Company Petition and related Applications were restored to the Company Law Board, Mumbai Bench, for a fresh hearing in accordance with law, ensuring that the parties are given a fair opportunity to present their case.

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