1994 (7) TMI 255 - SC - Companies Law

Oppression and mismanagement - Held that - In view of this clarification the respondents may find no need to proceed with the writ petition before the Calcutta High Court. That petition is withdrawn to this Court and is disposed of accordingly. A formal order in this behalf shall be made by the High Court.

Summary

Issues:
- Interpretation of an interlocutory order by the Company Law Board regarding collaboration and issuance of shares.
- Challenge to the interlocutory order by the respondents in a writ petition before the Calcutta High Court.
- Clarification on whether preparatory steps for collaboration can be taken despite the interlocutory order.
- Determination of the necessity of the High Court order in light of the Company Law Board's directions.

Analysis:
The judgment involves a dispute between petitioners claiming to be minority shareholders and the company along with its directors and shareholders. The petitioners sought special leave to appeal to the Supreme Court against an interlocutory order of the Company Law Board related to collaboration with Gillette, alleging oppression of the minority shareholders. The Board's order restrained the company from proceeding with collaboration or issuing further shares without shareholder approval and providing notice to the petitioners. The respondents challenged this order in a writ petition before the Calcutta High Court, which partially stayed the Board's order regarding collaboration, leading to an interpretation issue.

The respondents contended that the Board's order did not prohibit preparatory steps for collaboration, only the issuance of shares, which required shareholder approval. The Supreme Court clarified that the Board's directions did not hinder antecedent steps, emphasizing that shareholder approval was necessary for issuing shares. The Court deemed the High Court order unnecessary, as the Board's order did not restrict preparatory actions. It highlighted that the respondents could proceed with preparatory steps as long as they did not issue shares without shareholder approval, making the High Court proceedings redundant.

The Supreme Court addressed the concern raised by the petitioners' counsel regarding the impact on other pending proceedings. It emphasized that the Board's order did not nullify orders made in other cases and reiterated that preparatory steps were not interdicted. Consequently, the Court directed the withdrawal of the writ petition before the High Court and disposed of the special leave petition accordingly, vacating the earlier stay order. The judgment clarified the scope of the Board's order, emphasizing the importance of shareholder approval for issuing shares and allowing preparatory actions to proceed.