Invalid share allotment set aside in full where the underlying resolution was annulled as illegal and without notice.

An invalid board resolution and consequential share allotment were treated as set aside in their entirety where the meeting was held without notice to a director and the increase in authorised share capital was found illegal. The omission to name one allottee in the operative portion did not preserve that allotment, because the order had to be read as a whole and the reasoning showed that the entire transaction was annulled. As the earlier adjudication had attained finality, the maintainability objection had to be decided in light of that clarified effect. The matter was remitted to the Tribunal below for an expeditious ruling on maintainability, with interim status quo preserved for a limited period.

---

---

Issues: Whether the earlier order setting aside the board resolution and allotment of shares extended to the first respondent as well, and whether the matter had to be remitted to the Tribunal below to decide maintainability of the petition.

Analysis: The order in the earlier oppression and mismanagement proceedings was read as a whole. The reasoning recorded that the board meeting was held without notice to the director, the resolution increasing authorised share capital was illegal, and the consequential allotment of shares was set aside in its entirety. The omission to mention the first respondent by name in the operative portion was treated as not altering the substance of the adjudication. As the earlier decision had attained finality, the challenge to the first respondent's asserted shareholding could not be isolated from the invalidated resolution. In these circumstances, the maintainability objection before the Tribunal below required decision in the light of the clarified effect of the earlier order.

Conclusion: The clarification was granted that the earlier setting aside of the resolution also covered the allotment in favour of the first respondent, and the matter was remitted to the Tribunal below to decide maintainability expeditiously.

Final Conclusion: The appellate tribunal affirmed that the prior adjudication nullified the entire impugned share-allotment exercise, and it sent the matter back for a fresh decision on maintainability while preserving interim status quo for a limited period.

Ratio Decidendi: Where a resolution is found invalid in substance and set aside as a whole, a mere omission to name one allottee in the operative portion does not preserve that allotment if the reasons and context show that the entire transaction stood annulled.

---