TMI Blog2004 (3) TMI 442X X X X Extracts X X X X X X X X Extracts X X X X ..... 28 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 mismanagement in the affairs of the Company, viz., M/s. Anugraha Jewellers Limited, Coimbatore. It is alleged that there has been irregularity in the allotment of shares to them that the funds of the company have been siphoned off in the form of loans and advances to certain fictitious companies, that the appointment of the Managing Director is neither legal nor proper, that the appellants were r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d 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 is not permissible in law. Learned counsel further contended that inasmuch as a specific plea was raised with regard to the manner in which the Annual General Meeting was held on 4-9-1996 and extensive arguments were advanced before the Company Law Board and by considering all the facts and circumstances of the case, the order was passed by the company Law Board, which has also gone int ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 finding that the appellants/petitioners have not been able to substantiate their stand regarding the non receipt of share certificates they had applied for. In fact, a finding is rendered that the share certificates which were applied for, had already been dispatched to the appellants/petitioners and as such the Board has expressed that it did not intend to enter int ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on 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 order of the Company Law Board, the subsequent events have no relevance to decide the issue and accordingly we do not propose to go into that aspect. 13. Inasmuch as the Company Law Board having in not agreed with the appellants main grievances, more particularly about the conduct of the Annual General Body Meeting and the resolution passed there ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 principles laid down in the decisions rendered by this court in Vivek Goenka v. Manoj Sonthalia [1992] II MLJ 163; G. Kasturi v. N. Murali [1992] 74 Comp. Cas. 661 (Mad.); and in Nurcombe v. Nurcombe [1983] 3 CLJ. 163 (CA), makes it clear that the appellants/petitioners are not entitled to the relief as claimed for in the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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