2010 (7) TMI 809 - Board - Companies Law

Summary

Issues:
1. Application filed under section 403 read with section 10E and section 188(5) of the Companies Act, 1956 and regulation 44 of the Company Law Board Regulations, 1991 seeking to dispense with the circulation of a statement to shareholders in an annual general meeting.

Analysis:

The case involved an application filed by a company seeking to dispense with the circulation of a statement to shareholders in an annual general meeting. The statement in question contained defamatory allegations and was intended to secure needless publicity regarding averments made in a company petition. The applicant argued that the statement aimed to lower the esteem of the company and its independent directors among the public. Respondent Nos. 1 and 2 contended that the statement was a true representation of facts and aimed to guide public shareholders, denying any defamatory intent. The Company Law Board has the authority to restrain the circulation of a statement if it is satisfied that the rights conferred by the relevant section are being abused for defamatory purposes.

The disputed statement mainly referred to the appointment of a director and the increase of remuneration for the managing director. The applicant argued that the statement mirrored the allegations in the company petition and was an attempt to impeach the integrity of independent directors. The Board found that the statement, if circulated, would lower the esteem of the company among the public. The Board concluded that respondent Nos. 1 and 2 were abusing the provision under section 188 of the Companies Act to secure unnecessary publicity for defamatory matter. Despite the decision, respondent Nos. 1 and 2 retained the opportunity to present their views in the proposed annual general meeting. The application filed by the company was deemed maintainable, and the Board directed the company not to circulate the impugned statement to the shareholders.

In summary, the judgment addressed the abuse of rights to circulate a statement under the Companies Act, emphasizing the need to prevent defamation and unnecessary publicity. The Board's decision highlighted the importance of upholding the company's reputation and the integrity of its directors, ultimately ruling in favor of the applicant to prevent the circulation of the defamatory statement to shareholders.