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TMI Blog2004 (3) TMI 442X X X X Extracts X X X X X X X X Extracts X X X X ..... es of one K.R.S. Anandkumar (one of the appellants herein) and Hari Loganathan. It cannot be suggested that all such transactions took place without the knowledge or consent of the appellants. As regards the Commissioner s report is concerned, the said report is filed relating to certain transactions about which no allegations or irregularity was pleaded. The learned Judge has rightly held that the Company Law Board has not decided the issue of mismanagement with reference to material evidence on record. Inasmuch as there is no oppression or mismanagement is established, the jurisdiction of the Company Law Board is very limited, more particularly when it revolves the dispute between the parties. Further, it is seen that the appellants/petit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... . Kannadasan, J. - Appellants are respondents in C.M.A. and the petitioners before the Company Law Board. The respondents 1 and 2 in L.P.A. No. 127 of 2000 and the respondents 10 and 11 in LPA 128 of 2000 are the appellants in the C.M.A. No. 1312 of 1998 and the respondents 1 and 2 before the Company Law Board. The respondents 10 and 11 in L.P.A. No. 127 of 2000 and respondents 1 and 2 in L.P.A. No. 128 of 2000 are the appellants in C.M.A. No. 1391 of 1998. The other respondents are the respondents in the above CMA and the respondents in the Company Petition. 2. The appellants herein have filed a petition under sections 397, 398, 402 and 403 of the Companies Act, 1956, before the Company Law Board, Chennai for prevention of oppression and m ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ss of the company and accordingly one Aghoramurthy, former Regional Director of the Department of Company Affairs, was appointed as the Administrator. Aggrieved against the same, the above C.M.A. was filed and the learned Judge of this Court by considering various relevant facts and circumstances of the case, with reference to the legal provisions has allowed the said appeal on 17-12-1999 and set aside the order of appointment of Administrator. Aggrieved against the said order, the above appeals are filed by the appellants herein. 4. The learned counsel for the appellants contended that the learned Judge has without adducing any valid reason by merely relying upon the legal provisions, has set aside the order of the Company Law Board, which ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on of oppression and mismanagement of the company affairs ? ( b )Whether the order of the learned single judge is sustainable in law in the facts and circumstances of the case ? 7. We have considered the rival submissions of the parties. 8. Admittedly, the company petition is filed under sections 397, 398, 402 and 403 of the Companies Act, 1956. The relevant Chapter VI in the Companies Act deals with Prevention of oppression and mismanage- ment . 9. As regards various allegations urged before the Company Law Board, it is seen that the Board has not accepted the plea of the appellants as stated by them. In fact, with regard to the allegations relating to allotment of shares and transfer of shares are concerned, the Board has rendered a findi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nts. As regards the Commissioner s report is concerned, the said report is filed relating to certain transactions about which no allegations or irregularity was pleaded. The learned Judge has rightly held that the Company Law Board has not decided the issue of mismanagement with reference to material evidence on record. Inasmuch as there is no oppression or mismanagement is established, the jurisdiction of the Company Law Board is very limited, more particularly when it revolves the dispute between the parties. 12. The learned counsel for the appellants vehemently contended that the report submitted by Commissioner appointed during the pendency of the CMA should be looked into. Since the appeals are concerned about the correctness of the or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he maintainability of the company petition, the said suit seems to have been withdrawn later on. Merely because, the appellants/petitioners have withdrawn the suit on subsequent date, the same will not absolve them about their conduct in not approaching the Company Law Board with clean hands. Hence, we do not agree for the grant of relief the appellants on this score also. 15. Further, as per the various decisions rendered by this Court as well as the Supreme Court, it is the duty of the courts to recognize the Corporate Democracy of a Company in managing its affairs. The court should not restrict the powers of the Board of Directors and it shall not interfere with the day to day affairs and management and administration of the company. The ..... X X X X Extracts X X X X X X X X Extracts X X X X
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