TaxTMI 
TaxTMI 
2011 (6) TMI 678
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....ents are managing the respondent-company as if it were a sole proprietary concern. The petitioner has approached the Company Law Board on seeing construction activities in the 10 acres of land belonging to the company in Coimbatore. The petitioner could understand that it was a joint development work along with the seventh respondent-company. On further inquiry, it was revealed to the petitioner that a total of 6.63 acres, out of the 10 acres, was sold to the two sons of the fourth respondent. They are arrayed in the petition as respondents Nos. 5 and 6. The sale value was remarkably less than the then prevailing market value. On the basis of a search effected by the petitioner, the creation of charge by equitable mortgage of company property was revealed. The mortgage was for the purpose of securing facilities to Akkammal Steel Private Limited, a company under the total control of the respondents. Though the property with an extent of 3.37 acres was released, the petitioner apprehends that it is a prelude for further alienation. This is evident, as claimed by the petitioner, from the annexed brochure issued by the seventh respondent. The petitioner is aggrieved by the feeling that....
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....iabilities existing at the time of the demise of the founder and as on March 31, 2009 are tabulated and furnished along with the counter affidavit as exhibit R2. According to the respondents, the petitioner was always keeping himself away from the affairs of the company and he is interested only in having his share of the property without his share in the liability. While disposing of C. P. No. 33 of 2000 Dr. K. Balasundaram v. G.K. Steels (Coimbatore) Ltd. [2003] 48 SCL 540 (CLB - Chennai), filed by the petitioner in respect of another company in the group-G.K. Steels (Coimbatore) Private Limited, the Company Law Board gave him an option to exit. He did not avail of that opportunity. Instead, he has again approached the Company Law Board with the oblique purpose of securing an unreasonable partition of family assets sans liabilities. 3. According to the respondents, the pretended ignorance of the petitioner about the affairs of the company is false. The respondent-company along with other companies in the group became sick during the lifetime of the founder. The secured borrowing and/or obligations to banks and other institutions are detailed in the counter affidavit. The petit....
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....l be settled and profits will be determined, taking into account the rights of the parties in the company petition. The respondents pray that the Board may not interfere with the joint development scheme as it will harm the interests of the company. 6. In the rejoinder filed to the counter affidavit, the following contentions are raised : "That the petitioner is further entitled to 33.33 per cent of the shares and voting rights, out of the 14,147 shares that belonged to the father (expired in 1999) and mother (expired in 2006), that the company was a deemed public limited company by operation of law until December 24, 2001, that the appointment of respondent No. 3 as additional director on July 4, 2001 is invalid, that the directorship of respondent No. 4 following his reappointment on October 29, 2001 has been lost for not holding the annual general meeting before September 30, 2002, that there has never been a validly constituted board from July 4, 2001 onwards that respondents Nos. 3 and 4 have fabricated the statutory records and minutes, and there is collusion between respondent Nos. 3, 4 and 7 for their personal gains and thereby caused loss to the company, and the company....
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....). 15.Malgireddy Venkata Ramana v. Thippana Narsi Reddy AIR 2010 AP 114. 16.Official Liquidator, Kerala High Court v. Victory Hire Purchase Co. (P.) Ltd. [1982] 52 Comp. Cas. 88 (Ker). 17.Syed Mahomed Ali v. R. Sundaramurthy [1958] 28 Comp. Cas. 554 (Mad.). 18.Starlinger & Co. Ges. M.B.H. v. Lohia Starlinger Ltd. [2008] 144 Comp. Cas 642 (All.). 19.Bennet Coleman & Co. v. Union of India [1977] 47 Comp. Cas. 92 (Bom.). 20.V.S. Krishnan v. Westfort Hi-tech Hospital Ltd. [2008] 83 SCL 44 (SC). 21.Manish Mohan Sharma v. Ram Bahadur Thakur Ltd. [2006] 67 SCL 91 (SC) 22.T. Balan v. Unicentre Agencies & Engg. (P.) Ltd. C.A. No. 44 of 2009/C.P. No. 7 of 2004, dated 9-11-2009 Cases relied on by respondent Nos. 1 to 6 : 1.Sheth Mohanlal Ganpatram v. Shri Sayaji Jubilee Cotton & Jute Mills Co. Ltd. [1964] 34 Comp Cas 777 (Guj.) 2.K.S. Mothilal v. K.S. Kasimaris Ceramique (P.) Ltd. [2007] 135 Comp. Cas. 609 (CLB - Chennai). 3.K.J. Kumar v. Sneva Diamond Tools (P.) Ltd. [2005] 62 SCL 67 (CLB - Chennai). 4.Roshan Lal Agarwal v. Sheoram Bubna [1980] 50 Comp. Cas. 243 (Patna). 5.D. Srinivasan v. H.S. Viswanatha [2007] 75 SCL 59 (CLB - Chennai). 6.Nagara....
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..... Similarly G. Kandswamy (father) in his individual name held 415 shares and 10,705 shares as Hindu undivided family, as per the annual return as on September 30, 1993. But the commissioner's report revealed that Kandaswamy individually held 10,242 shares and 878 shares as Hindu undivided family, so it is not explained as to how the respondents get 22,405 shares as shown in the family arrangements and that there is no explanation about the 3,027 shares of the mother. Even if the memorandum of family arrangement is taken as genuine it is not clear why there is no mention about the share transfer or transmission at the time of the commissioner's inspection on September 24, 2009. It is pointed out that the shares continued to remain in the name of the deceased mother. According to the petitioner, with this kind of shareholding pattern no shareholder meeting is possible whether it is for the appointment of the director or for sale of properties or for any other purpose. It is pointed out that the anomaly in the shareholding pattern shows that respondents Nos. 2 and 4 have been conducting the affairs of the company according to their whims and fancies, and without notice to the petition....
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....ather. After pretending ignorance or remaining inactive for a decade, the petitioner now urges this Bench to unsettle many settled things. Even at the time of institution of the present proceedings, the petitioner was silent about his alleged grievances which amount to laches. Though the petitioner was aware of the family arrangement in 2002, he did not care to challenge it, nor was there any action for partition. As early as in the year 2000, he filed a company petition against another group company alleging oppression and mismanagement. As rightly pointed out by the respondents, in a proceeding under sections 397 and 398, the Company Law Board is not bound to pass orders on this point. 11. It was in the annual general meeting held on September 28, 2001 that the articles were altered to insert "private company". According to the petitioner until the company had reported to the Registrar of Companies in December 2001, it was only a public limited company. It is argued that until intimation under sub-section (2A) is given to the Registrar of Companies, the benefit of removal of section 43A is not available and hence the company shall have a minimum of three directors. Therefore, ....
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....ion of the board from July 4, 2001, the next contention of the petitioner is that there was never a validly constituted board from July 4, 2001 onwards, and in that sense the sale was never properly approved in 2005 and 2007. The gist of the arguments is extracted below : Respondents Nos. 2 and 4 were the directors, on July 4, 2001, respondent No. 4 resigned and respondent No. 3 was appointed as executive director. The only other director was respondent No. 2. The company was public company till December 2001. Respondent No. 3 could not have continued beyond September 30, 2001 the date of the next annual general meeting (section 260). In the board meeting held on October 29, 2001 respondent No. 4 was co-opted as additional director. The averment that a single director would constitute a quorum for inducting another director is an afterthought. When the strength of the board is not below the number fixed for quorum, there is no question of invoking Regulation 75 of Table A of Schedule I of the Regulations for Management of a Company Limited by Shares. If respondent No. 4 had been appointed as director in the board on October 29, 2001, he would have lost his office on the due date fo....
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....having access to the records. Hence the issues relating to composition of board of directors and omission to challenge the same in the company petition is unintentional and it was properly raised in the rejoinder Malgireddy Venkata Ramana's case (supra). Enquiry into the charges against delinquent directors is properly within the scope of the petition Syed Mahomed Ali's (supra). 13. Regarding the resolution on July 4, 2001 it was argued by the respondents that, it can be presumed that the third respondent was appointed as director before the fourth respondent tendered his resignation, indicating a valid quorum consisting of respondents Nos. 2 and 4. It was argued that even if there is no quorum the continuing directors may act and their decisions are protected under Schedule I, Table A, regulation 75 of Regulations for Management of a Company Limited by Shares to the Act which is as hereunder : "75. The continuing directors may act notwithstanding any vacancy in the board ; but, if and so long as their number is reduced below the quorum fixed by the Act for a meeting of the board, the continuing directors or director may act for the purpose of increasing the number of directo....
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....ot taken any interest in the affairs of the company for a decade, and the failure of the petitioner to raise such issues in time, as already observed it has to be pointed out that the company had regained its private limited status on December 13, 2000 with the repeal of section 43A of the Companies Act. In this context, the challenge against the validity of the constitution of the board of directors will not stand. What was the prejudice caused to the petitioner and the company due to this irregularity ? There is no explanation. I am also not inclined to further elaborate on the alleged delay in filing papers before the Registrar of Companies at this distance of time. In the absence of any prejudice being caused to the company, I am of the view that minor aberrations need not stand in the way of deciding major issues. The real intention of the petitioner obviously is to get the impugned land sold in 2005 and 2007 set aside. It is for that purpose only he is pointing out various irregularities in the constitution of the board in 2001. The petitioner has not cared to point out any loss or damages caused to the company as a result of those aberrations. I think in these proceedings, I....
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....ndelivered. The petitioner is even reluctant to produce his passport, just to avoid any adverse inference being drawn against him. In the Debts Recovery Tribunal proceedings, the court has to secure notice to him by publication, and even then he remained ex parte. Instead of clearing the decade old liabilities and salvage the company, he has been avoiding the legal proceedings. Notice sent to him even few months prior to the filing of the company petition was returned with the endorsement "not claimed", indicating his indifference to the company and absence of bona fides. In the Debts Recovery Tribunal he remained ex parte. Even if it is accepted that notice of the annual general meeting was not served on the petitioner, the non compliance of the provisions of the Act before taking such action will not invalidate the sale since the action has been in the interest of the company and shareholders, and not oppressive to the petitioner. 20. According to the learned representative appearing for the petitioner, the respondents have manipulated the situations by ignoring the winding up order passed by the company court in 2006. The winding up petition was pending since 2002 and winding....
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....d sales and the Joint Development Agreement (JDA). The petitioner submitted that under the guise of bringing in Rs. 27.5 lakhs in 2005 and Rs. 24 lakhs in 2007, respondent No. 4 and respondent No. 2 have diverted the valuable properties for their personal aggrandisement. It is pointed out that there is no explanation about the source of income of respondents Nos. 5 and 6, and the conduct of the respondents is revealed in the communication from Dena Bank (pages 83, 84 and 88 of volume V). Even if a circumstance existed that bank would auction properties, it was not necessary to sell the unencumbered properties, particularly when the company is a family company. It is pointed out that there was no strangulating chase against the company by the creditors, as evident from the letter from the bank (page No. 102 volume V), as per which the bank asked the company to remit an amount of Rs. 10 lakhs, so that the bank could consider the one time settlement offer towards recovering the dues of Akkammal Steels P. Ltd., the bank was only proceeding against 3.37 acres of the company's property (the tail shaped and commercially not important) though Dena Bank had several securities. This notice w....
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....ntionally, fraudulently or negligently in a manner which benefits themselves at the expense of the company, and that it is not contrary to the decision in Turquand v. Marshall [1869] LR 4 Ch App 376. The decision in Cook's case (supra ) was cited to argue that respondents Nos. 2 and 3 who were interested in the conduct of the affairs of the company, intentionally concealed all circumstances relating to their negotiations until a point had been reached when the whole arrangement had been concluded in their own favour, with no scope for any interference, and thus acted in order to make personal gains without protecting the interest of the company. Respondents Nos. 5 and 6 who had knowledge of the entire facts and circumstances of the case have come forward to buy the properties and hence they are liable to be treated as constructive trustees under the principles of equity Selanaor United Rubber Estates Ltd.'s case (supra). In the above circumstances respondents Nos. 5 and 6 also had a fiduciary duty in respect of the affairs of the company and hence guilty of oppression of the minority shareholders along with respondents Nos. 2 and 3 (Bombay High Court in Vaishnav Shorilal Puri & Sea....
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....ng the matters complained of or apprehended" Bennet Coleman & Co.'s case (supra) and Manish Mohan Sharma's case (supra). 22. The decision of the Company Law Board in T. Balan's case (supra) is not applicable to the facts of this case. That was a case where the property held in the name of the managing director of the company was treated as the property of the company, and where the respondents failed to establish the market value. The properties valued (Rs. 2.5 lakhs per acre) in 1993 was sold in 2006 at Rs. 2.80 lakhs per acre, to the son of the power agent of the respondent who in turn sold the same for Rs. 4.12 lakhs per acre. The sale was without the consent of the general body or board of directors and during the pendency of the company petition at a price not beneficial to the interest of the company. This decision of the Company Law Board has been recently set aside by the hon'ble High Court of Madras (vide judgment in Company Appeal No. 24 of 2009 dated April 29, 2011 T. Vinayaka Perumal v. T. Balan [2012] 22 taxmann.com 261 (Mad.). 23. On behalf of respondents Nos. 2 to 4, the following arguments were advanced : The borrowings made during the life time of the father ....
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....nduct of the board and general meetings are evident from exhibits R18 to R21. The sale has been affected after a validly conducted board and general meetings. Passing of the board resolution does not require notice to the petitioner since he is not in the board. He was having only minority stake and hence unable to defeat any resolution in the general body. Respondents Nos. 5 and 6 are the alinees as per the impugned three sale deeds. With regard to the jurisdiction of the Company Law Board to set aside the sale, Respondents Nos. 5 and 6 contended that the past events are not liable to be set aside "to bring an end to the matters complained of" unless there is an allegation of fraudulent preference under section 402(f) which is not pleaded in this case. The sale deeds are executed in 2005 and 2007 and the company petition is filed in 2009. It is pointed out that the petitioner obtained the certified copies of the sale deeds on July 24, 2008 (page 80 volume 2). It is also pointed out that section 402(e) and (d) are not applicable to the facts of the case. Regarding section 402(f) it is contended that the petition is not filed within three months of the impugned sale deeds and hence ....
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....passed by the company. 26. Learned counsel for respondent No. 7-the developer submitted that the development agreement with respondent No. 1 company was entered into after perusing the resolution passed by the board of directors. It is pointed out that the petitioner was fully aware of all the facts about the management of the company by respondents Nos. 2 and 3 and the complaint about non compliance is made in 2009 just to defeat the joint development. It is urged that the petitioner owes an explanation for his long silence after issuing the legal notice in 1999. Relying on the lawyer's notice issued by the petitioner in 1999, it is argued that the grievance of the petitioner is regarding the division of all the family properties and the filing of company petition is motivated for this collateral purpose. The decision in Palghat Exports (P.) Ltd.'s case (supra) is cited as an authority on this point. The petitioner does not have a case that the proposed development is not in the interest of the company, but his case is that the company ought to have directly undertaken the project with the developer. It is pointed out that this company petition suffers from delay and laches bec....
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....plus interest from 1998 Company declared sick by BIFR capital case filed in DRT for Recovery BIFR Notice for winding up State Bank of India State Bank of Mysore State Bank of Travancore -do- Working capital April 91 SBI-805 lakhs SBM-486 lakhs SBT-722 lakhs plus interest from 1999 Lord Krishna Bank Personal by Sri G. Kandasamy Short term loan 09.08.1995 Rs. 26,58,658 Case filed in DRT The petitioner was aware of the situation and he has no case that the liability created by his father olught not to be accepted and cleared by the sons. It was for the purpose of clearing the debt, on the basis of one time settlement terms offered by the banks, that 6.63 acres of unencumbered vacant land belonging to the company was sold. The 6.63 acres of land were sold in the following manner : S. No. Date of sale deed Purchaser Extent of land Purchase price (Rs.) Market price (Rs.) suggested by petitioner 1. 09.12.2005 Siranjeevi Saravanan (6th respondent), S/o. of 4th respondent 0.79 acres 2,50,000 79 lakhs 2. 20.12.2005 Siranjeevi Saravanan (6th respondent), S/o. of 4th respondent 2.55 acres 25,00,....
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....3.37 acres held by the company and 6.63 acres owned by respondents Nos. 5 and 6) by constructing a residential complex at their cost and allot 36 per cent of the built up area in the proposed complex to the owners and the owners may retain 36 per cent. of undivided share of the schedule property and the developer would be at liberty to allot and sell the 64 per cent of remaining built up area and undivided share of the land. The amount of Rs. 3,00,00,000 (rupees three crores only) admittedly paid by the company to the owners is agreed to be appropriated towards an interest free refundable security deposit to the owner towards due performance of the agreement. The proceeds from the JDA was intended for discharging the liability of the company. The details of the liabilities discharged utilising the sale consideration received from respondents Nos. 5 and 6 and the advances/deposits received under the joint development plan from respondent No. 7 are given to me and extracted below : A tabulation of all receipts and payments including contribution by respondents Nos. 5 and 6 : Receipts Payments Date Particulars Amount Date Particulars Amount 09.12.2005 ....
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....it is irrelevant whether someone could accrue any incidental benefit. I see no merit in the contention of the petitioner that the money obtained from the three sales and JDA had also been used to bail out third party companies (G. K. Steels and Akkammal Steels). It may be noted that the petitioner is having interest in these companies. Evidently 3.37 acres of land belonging to the company had been mortgaged during the life time of the father for securing facilities to Akkammal Steels P. Ltd., and the petitioner is admittedly having an interest in it through his father. Similarly, the petitioner is a shareholder of G. K. Steels in respect of which he had filed a company petition and suffered an order of exit. As against this the only suggestion of the petitioner is that the properties of all other companies including the industrial undertaking would have been sold, which in my view is most unreasonable and against the very existence of the company. In the above circumstances, the sale of 6.63 acres cannot be described as an irresponsible or mala fide exercise to save a small extent (3.37 acres) of land, nor an attempt to pocket two-third of the company's land by the children of resp....
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....s a fact that there was no attempt by his brothers to reduce his shareholding. The factory and factory land and building remain untouched. The post-sale arrangements will benefit the company and its shareholders to revive the company. The petitioner will also get his due share in the envisaged prosperity. A bona fide shareholder is expected to remain with the company during adversity as well as prosperity. It is sufficient to note here the observation of the Company Law Board, while disposing of C.P. No. 33 of 2000 (exhibit R3), to understand the annoying nature of the petitioner. The Company Law Board at that time had given him the option of exit which he did not accept. The petitioner seems to be not amenable to any positive proposal and he is incapable of putting forward any alternative proposal. I find that the conduct of the petitioner disentitles him from claiming any equitable reliefs. 31. According to the respondents even if there are irregularities in the land sale, and even if there is undervaluation, this Bench cannot set aside past and concluded acts under the general powers available under sections 397 and 398 and that such power is an additional power conferred und....
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....e Company Law Board is to regulate the conduct of the affairs of the company in future and not to interfere with the past and concluded transactions Palghat Exports (P.) Ltd.'s case (supra). The CLB cannot adjudicate on the validity of a sale transaction nor invoke powers exercisable under the Transfer of Property Act, 1882 or the Specific Relief Act, 1963 by invoking section 402(f) of the Companies Act Gautham S. Varad v. Daksha Projects (P.) Ltd. [2008] 145 Comp Cas 563 (CLB). The sale was of vacant land to discharge the liabilities of the company and to salvage the factory, land and building of the company and the objective is completely in the interest of the company Needle Industries (India) Ltd.'s case (supra). To prove under valuation the petitioner is bound to produce documentary proof K.S. Mothilal's case (supra). Guideline value cannot be the basis for assessing the market value of the property R. Sai Bharathi's case (supra). The market value should never be worked out backwards and subsequent commercialisation or development cannot be the basis for determining the market value prior thereto Oil & Natural Gas Corpn. Ltd. 's case (supra). The petitioner relied ....
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....view of that matter, the question of applicability of clauses (e) (f) or (g) of section 402 of the Act would not arise at all and that the setting aside of the "purported transfer" would only revive and reactivate the company, and that the gross neglect of the interest of the company by the sale of its only assets which were earning substantial income, and the total inattention thereafter to the affairs of the company clearly justified affording of the relief under sections 397 and 398 of the Act. The facts of the case being totally different, I have no difficulty to hold that the decision in M. Moorthy's case (supra) is not applicable to the facts of the case in hand. But I am inclined to follow the principles laid down in Sheth Mohanlal Ganpatram's case (supra) in deciding whether the impugned sale deeds are part of a continuous and continuing course of oppressive or prejudicial conduct on the part of respondents Nos. 2, 3 and 4 and if so whether they are liable to be set aside under sections 397 and 398 and 402(f) of the Act. I have already held that the impugned land sale and joint development agreement were genuine and does not amount to an act of oppression. Even if all the c....
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.... true that strictly speaking, respondents Nos. 5 and 6 are not outsiders to the company. But the seventh respondent (developer) is an outsider to the company. 36. What is the immediate profit that will be made by respondents Nos. 5 and 6 as per the joint development is not made out in the petition. Joint development is a business with associated risk and substantial time lag before any realisation becomes possible. Therefore it cannot be concluded that joint development will automatically result in any profit in the hands of respondents Nos. 5 and 6. As already observed the petitioner had no case that JDA is not beneficial to the interest of the company. As found above, respondent No. 7 is clearly entitled to claim the protection of the doctrine of indoor management and the petitioners are not entitled to get the same set aside on the ground that there are irregularities committed in the passing of the resolution in the board and general meeting of the company. The doctrine of indoor management as discussed in the decision Sheth Mohanlal Ganpatram's (supra) is extracted below for easy reference (page 814 of 34 Comp. Cas.) : "Now it is a well settled rule of company law that a....
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....es 270-281). But it is contended by the respondents that no documentary evidence is produced by the petitioner to show that the value of land as on the dates of impugned sales in 2005 & 2007. It is pointed out that annexure 24 (volume XIV) valuation report had been filed along with rejoinder as an afterthought. The respondents contended as follows : The sold land is situated in Chinnavedampatti village. However the guideline value produced by the petitioner is pertaining to Saravanapatti and Kalapatti villages. The above villages are within the limits of Coimbatore City Corporation, whereas Chinnavedampatti village is outside its limits. The petitioner is relying on a property located within the Corporation limits in order to support the exorbitant valuation suggested by him. The guideline value is not a determinative factor even for valuation for the purpose of the Indian Stamp Act, 1899. The respondents have produced the data sale deeds (exhibit R25 series), which is the most reliable evidence. Therefore the valuation report relied on by the petitioner is false and misleading. A Tabulation of the data sale deeds produced by the respondents is available at pages 5 and 6 volume XX.....
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....ken on the basis of a property situated in Saravanampatty and Kalapatti village. It is ascribed by the respondents that these two villages are situated in developed regions of the corporation limits where as the alienated property is situate within the limits of the panchayat. But the petitioner contended that both properties are adjacent lands, survey number wise and within Gandhipuram village as per the website of the Government. Annexure 24 the valuation report produced by the petitioner is dated July 12, 2009, and prepared on the basis of the prevailing market rate as on the date of inspection on July 1, 2009 and classifying the property as "residence" and also based on the guideline value per square feet. This is per se incorrect. During 2005 and 2007, these properties were not classified as "residence". As per annexure 24 the following are the rate as per prevailing market rate method and survey number wise guideline value : Date of sale Extent Purchased value Privilege market rate value Guideline value 09.12.2005 0.79 acres 2,50,000 79.16 lakhs 1.94 crores 20.12.2005 2.55 acres 25,00,000 2.55 crores 12.39 crores 21.07.2007 3....
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....gard to the land sale in 2007. It is common knowledge that there has been tremendous increase in land value as every year passes by. As per annexure 24 filed by the petitioner, the 3.29 acres is worth Rs. 1.03 crores in 2007. The petitioner did not take care to produce the valuation reports nor data sale deeds of similarly situated lands pertaining to the relevant years. The certificate dated February 10, 2011 issued by the concerned Sub-Registrar is of no use. At the same time, it is a fact that the Sub-Registrar had noticed undervaluation in 2007, at the time of the third land sale, the margin being Rs. 24 lakhs. The value of the land on a particular date should not be fixed on the potential importance it is likely to acquire after it is developed. Considering the entire facts and circumstances of the case, I can come to a logical conclusion that there is undervaluation in respect of the third land sale in 2007, since the price fixed appears to be not the best that could be expected when compared to the price offered in the year 2005, and I fix the amount as Rs. 20 lakhs, and hold that loss has been caused by respondents Nos. 2 to 4 to the company to that extent. Therefore I am i....
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....nt payable out of the shareholders' dividend account, but the impugned resolution did not declare any dividend. That apart the petitioner has no case that the proposed development is not in the interest of the company. For the reasons stated above, I see no merit in the contention that the impugned sale deeds and JDA are ultra vires the objects of the company. Proposals for development will help the company to augment some regular source of income which enable the company to strengthen its financial position. At any cost I am not inclined to stop the salvage operation of the company, on this ground alone. 44. To sum up, my findings are ; the petitioner's argument that the shares of deceased parents of the parties has not been transmitted to the legal heirs cannot be entertained in a petition under sections 397 and 398 of the Act and that the alleged anomaly in the shareholding pattern cannot be taken as a ground to assume that respondents Nos. 2 and 4 have been conducting the affairs of the company according to their whims and fancies. The company has chosen to revert back to private company status with effect from December 13, 2000 with the repeal of section 43A of the Companie....