1969 (1) TMI 41 - HC - Companies Law

Summary

Issues Involved:
1. Legality of the order made by the Company Law Board under Section 237(b) of the Companies Act, 1956.
2. Validity of the grounds for investigation into the affairs of the petitioner-company.
3. Applicability and interpretation of Section 237(b) of the Companies Act, 1956.
4. Delegation of power to the Company Law Board.
5. Constitutionality of Section 237(b)(ii) of the Companies Act, 1956.

Detailed Analysis:

1. Legality of the Order under Section 237(b):
The petitioner, M/s. Jiyajeerao Cotton Mills Ltd., challenged the legality of the order made by the Company Law Board on 7th December 1967, directing an investigation into its affairs under Section 237(b) of the Companies Act, 1956. The court examined whether the Company Law Board had the jurisdiction and valid grounds to issue such an order. The court emphasized that the power conferred by Section 237(b) is discretionary but not unexaminable. The Government must form an opinion based on circumstances suggesting the inferences described in the three sub-clauses of Section 237(b). If no such circumstances exist, the Government has no jurisdiction to order an investigation.

2. Validity of the Grounds for Investigation:
The Company Law Board cited three main grounds for the investigation:
- The purchase of shares in the Pilani company at a premium and the alleged non-disclosure of this to shareholders.
- Loans advanced by the petitioner-company to Investments Ltd. at low interest rates and subsequent investments in preference shares.
- The powers and remuneration of Shri D.P. Mandelia and his wife.

The court found that the first ground did not suggest fraud, misfeasance, or misconduct as the majority of shareholders accepted shares as dividends, and no shareholder had complained about the non-disclosure. The second ground was dismissed as the transactions with Investments Ltd., a subsidiary, were not indicative of misconduct or misfeasance. The third ground was deemed irrelevant and non-existent as it did not relate to any fraud, misfeasance, or misconduct.

3. Applicability and Interpretation of Section 237(b):
The court referred to previous Supreme Court judgments, emphasizing that the existence of circumstances suggesting the inferences described in Section 237(b) is a condition precedent for the Government to form the required opinion. The court held that the Company Law Board did not apply its mind to the relevant material and failed to consider significant documents, such as dividend registers and annual returns of shareholders. Therefore, the opinion formed by the Board was not in accordance with Section 237(b)(ii).

4. Delegation of Power to the Company Law Board:
The petitioner argued that the delegation of the power to form an opinion under Section 237(b) to the Company Law Board was unauthorized. However, the court referred to the Supreme Court's decision in Barium Chemicals Ltd. v. Company Law Board, which upheld the delegation of such powers under Section 10E of the Companies Act, 1956.

5. Constitutionality of Section 237(b)(ii):
The petitioner challenged the constitutionality of Section 237(b)(ii) on the grounds that it violated Article 14 of the Constitution. The court rejected this contention, relying on the Supreme Court's decision in Barium Chemicals Ltd. v. Company Law Board, which upheld the validity of Section 237(b)(ii) as a reasonable restriction in the interest of the general public.

Conclusion:
The court quashed the order made by the Company Law Board on 7th December 1967, under Section 237(b) directing an investigation into the affairs of the petitioner-company. The court restrained the respondents from giving effect to the impugned order and awarded costs to the petitioner. The court's decision was based on the finding that the circumstances cited by the Company Law Board did not justify the formation of an opinion that the persons in management of the petitioner-company were guilty of fraud, misfeasance, or misconduct.