1980 (3) TMI 190 - HC - Companies Law

Meeting and Proceedings Power of Company Law Board to Order Meeting to be Called, Compromise and arrangement

Issues Involved:
1. Power of the court to call a general meeting of shareholders under section 391 of the Companies Act.
2. Validity of the interim order directing the election of an interim board of directors.
3. Supervision and implementation of the scheme under section 392 of the Companies Act.
4. Competency of the Company Law Board versus the court in calling meetings.
5. Subsequent developments and their impact on the court's orders.

Issue-wise Detailed Analysis:

1. Power of the court to call a general meeting of shareholders under section 391 of the Companies Act:
The primary legal question addressed was whether the court, which sanctioned a scheme under section 391 of the Companies Act, has the authority to call a general meeting of shareholders for electing the board of directors. The court concluded that section 392 empowers the court to give such directions or make modifications necessary for the proper working of the scheme. The judgment stated, "We cannot read any limitation in it so as to exclude the power to call a meeting of the company for the purpose of electing the directors if the court feels that it is necessary for the proper working of the scheme to know who are the real directors of the company."

2. Validity of the interim order directing the election of an interim board of directors:
The court analyzed the interim order issued on 28th April 1976, which directed the holding of a general meeting to elect an interim board of directors. The judgment noted, "The company judge had found that the only way in which the scheme could be supervised was to hold a general meeting of the company to appoint new directors." The court upheld the power of the judge to call such a meeting but emphasized the need to reconsider the order in light of subsequent developments.

3. Supervision and implementation of the scheme under section 392 of the Companies Act:
The court discussed the broad powers conferred by section 392 for the effective working of the scheme. It cited the Supreme Court's observation: "The purpose underlying section 392 is to provide for effective working of the compromise and/or arrangement once sanctioned and over which the court must exercise continuous supervision." The judgment highlighted that the court's power includes calling meetings if necessary for the proper implementation of the scheme.

4. Competency of the Company Law Board versus the court in calling meetings:
The appellant argued that the power to call meetings was transferred to the Company Law Board after the 1974 amendment. However, the court clarified that this amendment did not strip the court of its power under section 392. The judgment stated, "This vast power cannot be whittled down by the 1974 amendment... The present is not a case where a meeting is being called in the normal course."

5. Subsequent developments and their impact on the court's orders:
The court acknowledged that significant developments had occurred since the impugned order of 1976. It noted, "It is apparent that since the passing of the impugned order of April 28, 1976, much water has flown and very many new developments have taken place which need to be examined by the learned company judge who is seized of the matter." The court decided to remit the matter back to the company judge to reconsider the necessity of calling a meeting in light of these developments.

Conclusion:
The court held that the learned judge had the necessary power under the Act to call a general meeting to elect the board. However, it emphasized that the judge should reconsider the matter in light of subsequent events. The judgment concluded, "It will be open to the learned judge, if he is of the opinion that for the proper implementation of the scheme a meeting of the shareholders is necessary to call the same." The appeal was disposed of with these observations, and the parties were directed to appear before the learned judge on March 20, 1980.

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