( 1 ) APPELLANT Co. was established in 1944 as pte. ltd. co. In 1975, it became a Public Ltd. Co. U/s 43a of the Act of 1956. It continues to be closely held of 61 shareholders. Second appellant is Chairman and M. D. while third is joint M. D. In 1993 disputes arose between M. D. and his son-in-law, Sri hari Rao. At letter s instigation 8 shareholders tiled before the Co. Law board a petition U/ss. 397 and 398 of Companies Act on the ground of oppression of minority of shareholders and missmanagement of the affaris and sought an interim another petition on 7. 4. 94 and sought interim order and got the matter adjouned from time to time. Then on 12. 1. 96 another petition was filed for appointment of Administrator and got the matter adjourned again and again. Then on 5. 10. 96, respondents 2 and 3, for criminality in various transactions and for not correctly making balance sheets and profit and loss account. An enquiry by CBI was prayed regarding misappropriations. The excuse for the W. P. was that the Co. Law Board failed to pass the requisite orders. Single judge declined the W. P. but the D. B. in appeal entertrained same on the the ground of public initerest. Appellants moved Supreme Court) After detailing above judgment is : ( 2 ) IN the present case no attempt has been made by the first respondent to get the affairs of the company investigated in the manner provided under the Companies Act. Neither the Central government not the Company Law Board has been moved by the 1st respondent in accordance with low for this purpose. Instead of moving the authorities prescribed under the Companies Act the first respondent his chosen to resort to the writ jurisdiction of the High Court for a direction to have the affairs of the company investigated by the C. B. I. ( 3 ) UNDER S. 307 of the Companies Act any member of a company who complains that the affairs of the company are being conducted in a manner prejudicial to public interest or in manner oppressive to any member or members may apply to make such orders as it may think tit to bring an end to the matters complained of.
Some of the shareholders of the first appellant-company have in fact filed petitions under section 397 and 398 of the Companies Act before the Company Law Board in which they have asked for similar reliefs including the appointment of an interim administrator. The acts of mismanagement and oppression complained of are similar to those set out in the W. P. before the High Court. The only ground alleged in the W. P. for moving the High Court under Article 226 is that the Company Law Board is not moving in the matter. Under an excuse that the Company Law Board has not yet made an order a shareholder cannot be allowed to by-pass the express provision of the Companies Act and move the High Court under Article 226. A shareholder has very effective remedies under the Companies Act for prevention of oppression and mismanagement. When such remedies are available, the High Court should not readily entertain a petition under Article 226. ( 4 ) LEARNED Single Judge before whom the present W. P. came up for hearing very rightly held that the Companies Act provide a forum to consider the grievances made out by the first respondent in the W. P. When such a forum statutorily constituted exists it is but appropriate that resort to Article 226 should be discouraged. There is an efficiaous altemative remedy available under the statute. In fact under the Companies Act a more satisfactory solution is available. The Single Judge was right in pointing out that some of the shareholders have initiated proceedings before the Company Law Board. The only grievance of the petitioner in the W. P. is that no orders have been passed thereon. Single Judge has rightly held that such a grievance cannot constitute a ground for invoking me jurisdiction of the High Court under Article 226. He, therefore, dismissed the W. P. ( 5 ) IN appeal however, the Division Bench of the Andhra Pradesh High Court presided over by the Chief Justice, entertained the appeal on the ground that the petition raised many serious issues as to falsification of the accounts of a public limited company. It said that the acts of the company would jeopardize public interest. Therefore, the petition involved wider "public interest" and should be entertained.
It said that the acts of the company would jeopardize public interest. Therefore, the petition involved wider "public interest" and should be entertained. In the result the Division Bench issued a direction to the Central Government to make its own verification of the allegation in the writ petition. In other words, the Division Bench of the High Court directed an investigation into the affairs of the company, bypassing the detailed provisions with inbuilt safeguards under the Companies Act, designed specially for this purpose. The only ground for intervention appears to he "public interest". We fail to see what public interest is involved in disputes of the kind referred to in the writ petition. They basically deal with mismanagement of the affairs of the company and oppression of the minority shareholers. The company is only a deemed public limited company. Its shareholder is very closely held. The only other factor referred to in the writ petition to invoke the doctrine of so called public interest is the fact that the company had borrowed moneys from public institutions. This is no ground for not availing of the statutory remedies provided under the Companies Act before the appropriate statutory forums which are designed for this very purpose. We are distressed to find that the well-reasoned judgment of the Single Judge was interfered with in a casual manner. The impugned judgment rests on fragile foundations and reads more like an ipse dixit.