before the company law board - Company Law Board Mumbai Bench

More documents

Recommendations

Info

24the Company complained by any member or members. In the presentcase there is no controversy/conflict in respect of law and equity. Theprovision of the Companies Act is very clear on this aspect. But eventhough the petitioners have not sought any relief seeking enforcementor implementation of family settlement in the petition, howevertaking into consideration the law of equity, the stand of therespondents that the petition is not maintainable on the basis of familyarrangement arrived between them, is necessary to be addressed.Admittedly the respondents have filed suit before the Hon’ble HighCourt of Bombay for specific performance of familyarrangement/settlement. Even otherwise this Bench sitting under thejurisdiction of 397-398 cannot decide the private agreements,contracts and settlements, more particularly when the Company is nota party to it. I am of the view that this Bench has ample power underSec.402 to pass an order in regulating the affairs of the Company inits best interest avoiding winding up provided that the facts to do theequity shall emerge from uncontroversial facts and bare truth. Asstated supra the family settlement is not the subject matter ofoppression and mismanagement and this Bench has no jurisdiction.The Learned Counsel for the respondents relied upon variouscitations contending that the parties have acted upon the familysettlement and the petitioners have received the monies and have notexpressed any grievance after the family agreement and it is bindingCP 15/2008P Exports
25on them. On the other hand the Learned Counsel for the petitionerrelied upon various citations on the point that the MOU is not bindingon the shareholders. The Hon’ble Apex Court in the matter of V.B.Rangaraj (supra) the Apex Court held that the private agreementswhich are contrary to the Articles are not binding either onshareholders or on the Company. The CLB in the matter of RadheShyam Tulsian & Ors (supra), is of the view that the Company LawBoard will not consider private agreements between parties. Therecent judgement of the Apex Court in the matter of RelianceNatural Resources Limited vs. RIL (supra) at para 329 held thatMOU is a private pact between the members of Ambani Familywhich is not binding on RIL. I follow the law laid down by the ApexCourt that the private agreements between the parties, however, willnot be considered by the CLB. The private agreements can neither besought to be enforced nor their breach give any cause of action to filea petition under Sec.397-398 of the Act. The said provisions are theexclusive domain of the members and shareholders of the Companyagainst acts of oppression and mismanagement in the affairs of theCompany, but cannot seek any specific performance of privateagreements. Since I hold that the family arrangement/settlement isnot within the purview of this Bench, therefore the citations reliedupon by the respondents will not apply squarely to the core point.Accordingly, the issue is answered.CP 15/2008P Exports
Page 5 and 6: 53. It is further submitted that th
Page 7 and 8: 74. Respondents have filed detailed
Page 9 and 10: 9to and have to be formally transfe
Page 11 and 12: 11remaining part of the same. The B
Page 13 and 14: 13their names continue to be shown
Page 15 and 16: 15of Chhabi Dushadh & Anr. Vs. Bhun
Page 17 and 18: 172) Whether the respondents denied
Page 19 and 20: 19admission either denial or admiss
Page 21 and 22: 21CP 15/2008P ExportsThe respondent
Page 23: 23contended that the respondents al
Page 27 and 28: 27vide their reply dated 13.9.2006
Page 29: 29independent valuer to value the a

before the company law board - Company Law Board Mumbai Bench

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?