1980 (4) TMI 262 - HC - Companies Law

Summary

Issues Involved:
1. Validity of the order issued by the Company Law Board under Section 237 of the Companies Act, 1956.
2. Examination of circumstances suggesting fraud, misfeasance, or misconduct by the management.
3. Judicial review of the opinion formed by the Company Law Board.

Issue-wise Detailed Analysis:

1. Validity of the Order Issued by the Company Law Board under Section 237 of the Companies Act, 1956:
The petitioner challenged the order issued on 12th May 1977, by the Company Law Board under Section 237 of the Companies Act, 1956. This section grants the Central Government the power to order an investigation into the affairs of a company if there are circumstances suggesting fraud, misfeasance, or misconduct by the management. The court noted that the order merely reiterated the language of the section without providing specific circumstances that led to the opinion of the Company Law Board. The court emphasized that the existence of circumstances must be objectively demonstrable, as per the precedents set in Barium Chemicals Ltd. v. Company Law Board and Rohtas Industries Ltd. v. S. D. Agarwal.

2. Examination of Circumstances Suggesting Fraud, Misfeasance, or Misconduct by the Management:
The affidavit of Shri S. Balaraman, Under-Secretary, Government of India, listed several headings under which circumstances suggesting malpractices were claimed:
- Working of the Steel Unit: Allegations included unsatisfactory working results, unexplained adjustments of scrap, and increased consumption of materials. The court found these allegations to be speculative and not indicative of fraud or misconduct.
- Working of Gas and Chemical Units: Allegations included the loss of cylinders and diversion of calcium carbide. The court found these allegations vague and unsupported by specific facts.
- Working of Distillery Unit: Allegations included the loss of cylinders and diversion of profits. The court found no specific material to support these claims.
- Working of Sugar Unit: Allegations included discrepancies in the classification of items, maintenance of stores accounts, and consumption records. The court found these to be differences in accounting practices, not indicative of fraud.
- Working of Vanaspati Unit: Allegations included unexplained commission on purchases, fluctuations in refining loss, and preferential treatment to a related firm. The court found these allegations to be vague and not indicative of misconduct.
- Working of Soap Unit: Allegations included discrepancies in the transfer of soap and unauthorized sale of imported materials. The court found these allegations unsupported by specific facts.

3. Judicial Review of the Opinion Formed by the Company Law Board:
The court reiterated the principles established in Barium Chemicals Ltd. and Rohtas Industries Ltd., emphasizing that the opinion of the Company Law Board must be based on objectively demonstrable circumstances. The court found that the circumstances cited in the affidavits were speculative, vague, and unsupported by specific facts. The court concluded that the requirements of Section 237(b) were not fulfilled, and the order for investigation was not justified.

Conclusion:
The court quashed the order dated 12th May 1977, issued by the Company Law Board under Section 237(b) of the Companies Act, 1956, and issued a writ to quash the appointment of inspectors to investigate the affairs of the company. The petitioner was awarded the costs of the petition.