ORDER
1. Mrs. Rashmi Seth has filed in all three petitions on September 24, 1991 and October 24, 1991, under Section 397/398 and Section 235/237/ 408 of the Companies Act, 1956, respectively, against Chemon (India) Pvt. Ltd. (hereinafter referred to as “the company”) and Shri Chetan Seth, respondent No. 2, alleging oppression and mismanagement. Respondent No. 2, Shri Chetan Seth, is the husband of the petitioner.
2. The admitted facts of the case are that Chemon (India) Pvt. Ltd. was incorporated on August 25, 1975, by Shri Chetan Seth and Mrs. Monica Velinkar, his sister. Out of the initial capital of 410 equity shares, 400 shares were subscribed by respondent No. 2 and 10 shares by his sister. The petitioner and respondent No. 2 were married in January, 1976, and she was allotted 200 shares on June 15, 1977. Originally, respondent No. 2 and his sister were the directors in the company. The petitioner was inducted as additional director from June 15, 1977, and was reappointed as director at its every annual general meeting up to 1984. She resigned as a director on May 6, 1985, for business reasons.
3. It has been contended by the petitioner that she was involved in the affairs and business of the company and left her job in the Air India in May, 1983, to devote her full time to the family business. She was entrusted with the work of liaison with the company’s principal customers and Government officials and respondent No. 2 was looking after the administrative, technical and other day-to-day affairs of the company. In addition to 200 shares allotted to her on June 15, 1977, further 600 shares were transferred by S.K. Seth, father of respondent No. 2, to her on July 4, 1988, The relations between the petitioner and her husband became strained since December, 1989, on account of respondent No. 2 having developed extra-marital relations with respondent No. 4 who is the first cousin of the petitioner. It is contended by the petitioner that after that no meetings of the shareholders were held and the records of the minutes of the meetings of the board of directors and general meetings of the company
have been fabricated. She has also alleged that the shareholding of respondent No. 2 has been increased from 400 to 2,500 shares by allotting 2,100 shares to him and one share has been issued in the name of Rass Intra Tech. Pvt. Ltd. This allotment made on September 24, 1990, has been challenged by the petitioner on the ground that it is in violation of the articles of association of the company and she has alleged that respondent No. 2 has with this illegal allotment, tried to acquire majority shareholding in the company and her status as the majority shareholder has been reduced to a minority shareholder. Along with the petition, affidavits of Lt. Gen. (Retd.) Jagat Mohan Vohra, former executive director and Shri P.C. Roy, former accountant of the company, have also been filed in support of the allegation of fabrication of records by the company. In the petition under Section 397/398 the petitioner has sought relief to declare the meeting of the shareholders and the board of directors of the company in which further 2,101 shares were allotted to the respondents as illegal and also sought rectification of the register of members, reconstitution of the board of directors by appointing an independent chairman and giving representation to the petitioner on the board of directors and to direct respondent No. 2 to hand over the records and books of the company to the petitioner.
4. In the petition under Section 235/237, the petitioner has requested for appointment of an inspector to investigate the affairs of the company on the ground that the records of the company have been tampered with and falsified. In the petition under Section 408 of the Companies Act, the petitioner has made similar allegations and sought for appointment of Government directors on the company.
5. Notices were issued to all the four respondents in the matter. The reply was filed by respondent No. 2 on behalf of all the respondents. Respondent No. 2, vide his affidavit, has stated that he is a director of respondent No. 1 and duly authorised to make the affidavit on behalf of the respondents. A copy of the board resolution passed on June 14, 1991, authorising respondent No. 2 to make written statements, replies, file affidavits in legal proceedings, etc., was filed by respondent No. 2.
6. In the hearing held on March 9, 1992, and April 9, 1992, Shri Mayank Jain, chartered accountant, attended the hearings on behalf of respondent-company.
7. With the consent of the parties it was decided to hear all the petitions together as the facts and circumstances alleged in all these petitions were similar and common replies have been filed by the respondents.
8.
In the first hearing held on November 19, 1991, Shri Sawhney, advocate, appearing on behalf of the petitioner, explained the background of the case and in particular, pointed out the interim orders issued by the Delhi High Court in a suit (No. 1432 of 1991) in which the petitioner had sought a declaration and permanent injunction to prevent respondent No. 2 from further tampering with and falsifying the records. He referred to the office copies of the annual returns alleged to have been prepared by the company to show that prima facie the shareholding of the petitioner has been reduced from 800 shares to 200 shares, when the petitioner had not transferred any shares. He also referred to Article 13(b) of the articles of association of the company and pointed out that as new shares have not been offered first to the existing shareholders in proportion of their shareholding in the company, the allotment of further shares is in contravention, of the articles of association. He also submitted that the petitioner has been denied access to the records of the company. Shri R. Srinivasan, advocate appearing on behalf of the respondent, submitted that reliefs claimed in the present petition are exactly the same as claimed by the petitioner in the suit pending in the Delhi High Court and disputed the maintainability of the petitions. He also undertook to produce all the relevant documents relating to the shares issued by the company from the date of incorporation, i.e., register of members, application for allotment of shares, board’s resolution, share transfer deed, etc. The parties were given time to file their reply and rejoinder. Hearings were held on December 20, 1991, January 23, 1992, and January 30, 1992, to consider requests regarding additional time for filing replies and rejoinders and the process was completed by February 13, 1992.
9. In all the petitions, similar replies have been filed on behalf of the respondents and they have questioned the maintainability of the petitions, in view of the pending suit in the Delhi High Court in which similar reliefs have been claimed. It is stated, that, after their marriage, respondent No. 2 inducted the petitioner into the board of directors, but she exhibited lack of interest in the affairs of the company and, accordingly, she voluntarily submitted her resignation, vide her letter dated May 6, 1985. It is stated that in the meeting of the board of directors held on July 14, 1988, Shri S.K. Seth, father of respondent No. 2, transferred 600 shares to respondent No. 2 in terms of the transfer deed executed on July 13, 1988. The annual returns, office copies of which have been filed by the petitioner, were also filed with the Registrar, which inadvertently showed 600 shares as having been transferred in the name of the petitioner. It is the case of the respondents that since the petitioner is holding only 200 shares, constituting 5.25 per cent. of the total share capital of 3,311 equity shares, she is not entitled to file the petitions under Sections 235 and 397/ 398 of the Act. It is further submitted that 2,101 shares were allotted in the board’s meeting held on September 24, 1990, and the register of members maintained by the company shows the correct shareholding position. Along with the reply, the relevant documents and extracts of the register of members have also been filed, including the transfer deed showing the transfer of 600 shares by Shri S.K. Seth to respondent No. 2. The affidavit of Shri S.K. Seth has also been filed in support of the transfer. In the rejoinder filed by the petitioner, it is stated that the respondents have made incorrect statements in the reply and have filed fabricated documents. In support of the transfer of impugned shares to her, she produced a photocopy of her bank pass book showing payment of Rs. 6,000 as consideration money to Shri S. K, Seth, along with a copy of the income-tax return for the year 1989-90. In the affidavit of Shri S.K. Seth, he has stated that on June 17, 1988, the meeting of the board of directors was held which was attended by him, respondent No. 2 and the petitioner. She has filed a copy of her passport to show that she was away abroad during June 2, 1988, to July 13, 1988, and she could not have attended the meeting as alleged. As desired by the petitioner, the respondents have filed letter dated September 17, 1990, of the petitioner, in the original, addressed to Shri Chetan Seth, as director of the company, requesting for returning her share application money, as she was not interested to hold any shares and for removing her name from all the remaining companies.
10. In the hearing held on February 12, 1992, the petitioner’s request for interim reliefs as well as the preliminary objections of the respondents regarding maintainability of the petition were considered. Shri Rajive Sawhney, advocate, appearing on behalf of the petitioner, briefly referred to the main grievances of the petitioner regarding illegal allotment of 2,101 shares on September 24, 1990, incorrect entries in the register of members regarding 600 shares which were transferred to her on July 4, 1988, and fabrication of records by the respondents in order to convert the majority holding of the petitioner into the minority shareholding. He referred to the various clauses in the articles of association and documents filed by him and, argued that as the share allotment is in violation of the articles of association, interim orders be passed to reconstitute the board of directors of the company by appointing an independent chairman, and respondent No. 2 and either the petitioner or her representative as directors on the board and also to freeze the voting rights in respect of 2,101 shares alleged to have been allotted by the board of directors of the
company on September 24, 1990, which was contrary to the provisions of Article 13(b) of the articles of association of the company. Shri R. Srini-vasan, advocate, appearing on behalf of the respondent argued that if the interpretation of Article 13(b) given by the petitioner is accepted, then even the earlier allotments by which she had become a shareholder of the company will have to be treated as null and void. He argued that as the petitioner had not challenged the earlier allotments, she has no right to challenge the allotment of 2,101 shares. He also pointed out that the petition filed under Sections 397 and 398 is not maintainable since the requirements of Section 399(1) of the Companies Act have not been satisfied as according to the register of members the petitioner holds less than 10 per cent. of issued share capital. It was also argued that the petition seems to be more in the nature of seeking relief for rectification of register rather than reliefs under Sections 397 and 398 and, therefore, when a specific remedy has been provided under the statute, the petitioner cannot be permitted to invoke the other provisions. It was further argued that the petitioner had already filed a suit (Suit No. 1432 of 1991) before the Hon’ble High Court of Delhi seeking more or less identical reliefs and the court had refused to grant any relief for appointment of local Commissioner or seizure of books and, therefore, the petitioner cannot now ask for reliefs which have been earlier denied to her. It was also argued that the action of the petitioner in invoking the jurisdiction of the Company Law Board is motivated by extraneous considerations, as the present petition has nothing to do with the violation of the Companies Act but is merely a result of matrimonial discord between husband and wife. He also refuted the contention of the petitioner regarding wrongful transfer of 600 shares and fabrication of documents. In view of this, Shri Srinivasan argued that the petition should be dismissed on the ground of non-maintainability.
11. We had carefully considered all the arguments advanced and the documents filed before us including the comments of the Registrar of Companies and after taking into consideration the provisions of Sections 159, 161 and 164 of the Companies Act and annual returns, we came to the conclusion that there is prima facie evidence that the petitioner holds more than 10 per cent. shares as required under Section 399 of the Companies Act for filing a petition under Sections 397 and 398. Regarding the transfer of 600 shares, it was pointed out on behalf of the petitioner that these shares were transferred to tbe petitioner on or about December 3, 1987, by Shri S.K. Seth and were registered on July 4, 1988, and in support of this she has relied on the office copies of the annual returns
made up to January 21, 1989, September 29, 1989, and November 30, 1990, which bore the signature of respondent No. 2. She has relied on the affidavit filed by Shri P.C. Roy, ex-employee of the company, a bank certificate about payment of Rs. 6,000 to Shri S.K. Seth and disclosure made by her about the ownership of shares in her income-tax returns. On the other hand, counsel for the respondent relied upon the transfer deed signed by Shri S.K. Seth, affidavit of Shri S.K. Seth, the minutes of the board of directors’ meeting held on July 14, 1988, and the register of members. It was argued that the petitioner cannot take advantage of a mistake in filing annual returns which was just a copy of the previous allotment position. In reply, on behalf of the petitioner, it was pointed out that even the annual returns filed on November 30, 1990, after the alleged allotment of 2,101 shares on September 24, 1990, indicate the shares held by respondent No. 2 as only 2,500 including 2,100 allotted on September 24, 1990, and 800 shares are shown as held by the petitioner. It was contended on behalf of the petitioner that Sections 159, 161(4), 162(2a) and 164 of the Companies Act clearly point out that the facts stated in the annual return are prima facie evidence of the correct and complete facts as they stood on the date of the annual general meeting and, therefore, the contention of the respondent that the 600 shares were wrongly shown as transferred to the petitioner is an afterthought and should not be relied upon. The petitioner has challenged the veracity of Shri S.K. Seth’s affidavit on the ground that the affidavit refers to a board meeting which she is supposed to have attended when she was not present in India and, therefore, argued that no credence should be given to Shri S.K. Seth’s affidavit. Considering the fact that Shri S.K. Seth, transferor of 600 shares, is the father of respondent No. 2 and his affidavit contains certain statements which the petitioner has proved as false and that Shri Chetan Seth being the managing director of the company is in control of the books of the company, we were inclined to place more reliance on the annual returns dated January 20, 1989, and November 30, 1990, filed by the company with the Registrar of Companies, which show that the petitioner is holder of 800 shares, Having carefully considered the various arguments advanced by the advocate of the respondents about the maintainability of the petition and also having perused the copy of the petition filed before the Delhi High Court in Suit No. 1432 of 1991 and the prayers made therein, we concluded that the present proceedings were not parallel proceedings and would in no way result in multiplicity of proceedings. We did not agree with the view of the respondent that the petition was only for rectification of entries in the register of members as all the reliefs sought by the
petitioner cannot be granted under Section 111 of the Companies Act. We, therefore, concluded that the petition is maintainable.
12. It is the case of the petitioner that after relations between the petitioner and respondent No. 2 became strained, no meetings of the shareholders of Chemon (India) Pvt. Ltd. were held and no notice has been issued or received by the petitioner or other shareholders of any meeting since January, 1990. It is also the contention of the petitioner that respondent No. 2 has fabricated the records of the company including the minutes of the directors meetings and shareholders meetings with an intent to harm the interest of the petitioner and exclude her from having any say in the company. It has been further submitted that the actions of the respondents in fabricating the records of the company, allotment of 2,101 shares in contravention of the articles of association are oppressive against the petitioner. It is also alleged that directions given by the High Court in a suit filed by the petitioner for declaration and permanent injunction to prevent respondent No. 2 from further tampering with and falsification the record and from alienating and transferring property have been flouted by the respondents. All these actions of the respondent clearly indicate that he has acted unfairly and arbitrarily and his actions lack probity and fair play and have resulted in mismanaging the affairs of the company and it would be just and equitable that the company should be wound up but to do so would unfairly prejudice the petitioner and other shareholders. The respondents have denied the allegation regarding fabrication of the record and pointed out that the High Court of Delhi had refused to grant any relief of appointment of a local commissioner or seizure of the books. The Delhi High Court had granted no relief to the petitioner other than to protect in the interregnum the assets of the company which were not to be transferred or alienated except in the usual course of business. It is contended on behalf of the respondents that sometime in 1987, the premises of respondent No. 2 were raided by the income-tax authorities and in the petitioner’s statement before the income-tax authorities, the petitioner had clearly stated that she had nothing to do with any of the companies managed by respondent No. 2 including Chemon (India) Pvt. Ltd. It is further alleged that the petitioner had sought winding up of her proprietary firm, Raas Corporation, and withdrew from the administration of Chemon (India) Pvt. Ltd. It is also submitted by the respondents that the petitioner is not a majority shareholder, her shareholding being only 5.25 per cent. and she had resigned from the board of directors as she did not want to be associated in any manner with the business activities of the company. It is also submitted that since the petitioner was not on the board of directors of the company, there was no requirement for any notice to be issued to her in respect of any board meetings. In view of this it has been contended by the respondents that the petitioner has failed to establish a prima facie case to indicate that the actions of the respondents are highly oppressive or prejudicial to the interest of the petitioner and that he is mismanaging the affairs of the company in violation of the provisions of the Companies Act or the articles of association and that the company is liable to be wound up.
13. In order to entitle the petitioner to succeed in her petition under Section 397, she has to satisfy (i) that she has got the requisite number of shares as contemplated in Section 399, (ii) that the affairs of the company are being conducted in a manner oppressive to any member or members, and (iii) that to wind up the company would unfairly prejudice such member or members, but that otherwise the facts would justify the making of a winding-up order on the ground that it is just and equitable that the company should be wound up. We have already come to the conclusion that there is a prima facie evidence that the petitioner holds more than 10 per cent. shares as required under Section 399 of the Companies Act. The petitioner has also pointed out various acts of mismanagement and misuse of the fiduciary powers of the directors by respondent No. 2 in alloting 2,101 shares with the only intention to consolidate his shareholding and create a new majority. This, according to the petitioner, is oppressive and clearly shows lack of probity and fair play on the part of respondent No. 2. During the hearing it was contended on behalf of the petitioner that this is a very closely held private limited company in which only the relatives are shareholders. It is further submitted that the petitioner after her marriage with respondent No. 2 became a shareholder and was actively involved in the running of the business. Prior to the fresh allotment of shares, the petitioner had a majority shareholding in the company. In view of this, it was argued that after she has resigned as director, respondent No. 2, by reducing her shareholding, has deprived her of her rights as a majority shareholder. She also pointed out that neither the forum of annual general meeting or any other domestic forum was available to the petitioner to redress the oppression and she has been constrained to submit to conduct which lacks in probity and which caused prejudice to her in the exercise of her legal and proprietary rights as shareholder. In view of these facts, it was contended that it would be justified to make a winding-up order on just and equitable grounds but it would be very unfair to the petitioner if the company is wound up. In the context of the prayers made in the petition, it was submitted that it
is not only enough to restore the majority shareholding of the petitioner but also necessary to give orders regarding the future administration of the company to bring to an end the matters complained of and these reliefs can be obtained only in the proceedings under Section 397/398. Since the allegation regarding mismanagement, fabrication of documents and oppression are all centred around the issue of allotment of 2,101 shares made on September 24, 1990, the relevant articles from the articles of association are set out below :
“5. The shares shall be at the disposal of the board of directors and they may allot, grant option over or otherwise deal with or dispose of them to such persons at such time and generally on such terms and conditions as they feel proper.
6. The directors may also allot and issue shares in the capital of the company as payment or part payment for any property sold or transferred goods or machinery supplied or for services rendered to the company or about the formation or promotion of the company or the conduct of its business and any shares which may be so allotted may be issued as fully or partly paid up shares, and if so issued, shall be deemed to be partly paid up shares, as the case may be.
10. The company in its general meeting may, from time to time, increase its capital by the creation of new shares and of such amount as may be specified in the resolution.
13(b). New shares to be issued at any time in future shall always be offered first to the existing shareholders in proportion to their respective shareholding in the company at the time of issue of such further shares.
23. No transfer shall be allowed save and except to any existing shareholder or his wife or to his son, daughter, or to his brother or to a person approved by the board of directors. The directors may also suspend registration of transfers during the 21 days preceding the annual general meeting in each year. ”
14. In the hearing held on February 13, 1992, arguments were advanced by both the parties on the interpretation of these articles. On behalf of the petitioner, it was argued that the allotment of 2,101 shares by the board of directors was in contravention of Article 13(b) of the articles of association. Referring to Article 13(b) and Article 5 of the articles of association, he submitted that harmonious interpretation of both these articles would make it clear that any further shares had to be first offered to the
existing shareholders under Article 13(b) and in case the shares are not accepted by the existing shareholders, the same could be allotted to any person in terms of Article 5. In the absence of any evidence of compliance with the provisions of Article 13(b), there is no other conclusion possible except that the allotment was not valid, Shri Srinivasan, counsel for the respondents, argued that Article 5 empowers the board to allot shares to any person and the said provisions relate to allotment of shares within the existing authorised share capital. According to him, the term “new shares” as used in Article 13(b) means shares to be allotted out of further increase in the authorised capital. He also pointed out that Article 6 provides for allotment of shares fur consideration other than cash and this Article 13 also an exception to Article 13(b). We have carefully considered the various provisions in the articles of association of Chemon (India) Pvt. Ltd. which have been reproduced at the beginning of this paragraph. Articles 3 to 9 are included under the heading “private company”. Articles 10 to 77 are included under the heading “increase and reduction of capital”. No doubt, in the articles two terms “shares” and “new shares” are used. The interpretation of counsel of the respondent that the board of directors have under Article 5 full authority to allot or deal with equity shares which were part of the initial authorised capital and Article 13(b) will come into play only at the time of allotment of new shares out of the increase in the share capital does not seem logical, Capital raised by creation of new shares is considered part of the existing capital of the company by Article 12. There cannot be any distinction between allotment of shares within the authorised capital and allotment of shares after an increase in the authorised capital. The harmonious interpretation of both the articles clearly suggest the directors should first offer shares to the existing shareholders in proportion of their shareholding as per Article 13(b) and if none of the existing shareholders is ready to subscribe to the shares, then the board of directors are free to allot these shares to others as per Article 5 of the articles of association. In the facts of this case, we find that in the alleged illegal allotment, the board has allotted 2,100 shares to only one of the existing shareholders, respondent No. 2, and one share to. outsider. Prior to that allotment, the total shares allotted were 1,210, out of which the petitioner was having 800 shares, more than 65 per cent. However, because of the allotment of additional shares, mainly to one shareholder, the petitioner has become a minority holder and respondent No. 2 has become the majority shareholder. No reasons or purpose for allotment of shares and increase in the capital have been given. During the hearing, counsel for the respondents mentioned that the purpose of allotment and raising of additional resources was to consolidate Chetan Seth’s
shareholding and also for induction of Rass Intra Tech. Pvt. Ltd. with the company.
15. There are a large number of decided court cases on the issue of use of fiduciary powers of directors over the shares. In the case of Needle Industries (India) Limited v. Needle Industries Newey (India) Holding Ltd. [1981] 51 Comp Cas 743 ; AIR 1981 SC 1298, the Supreme Court had referred to decisions of the Privy Council in Howard Smith Ltd. v. Ampol Petroleum Ltd. [1974] AC 821, of the English courts in Eraser v. Whalley [1864] 71 ER 361, Punt v. Symons and Co. Ltd. [1903] 2 Ch 506, Piercy v. S. Mills and Co. Ltd. [1920] 1 Ch 77 and Hogg v. Cramphorn Ltd. [1967] 1 Ch 254, of the High Court of Australia in Marlowe’s Nominees Pty. Ltd. v. Woodside (Lakes Entrance) Oil Co. N.L. [1968] 121 CLR 483 and of the Supreme Court of British Colqmbia (Canada) in Tech Corporation Ltd. v. Millar [1972] 33 DLR (3rd) 288. It has been held by the Supreme Court that the directors cannot utilise the fiduciary powers over the shares purely for the purpose of destroying an existing majority or creating a new majority. If the power to issue further shares is exercised by the directors not for the benefit of the company but simply and solely for the purpose of consolidating and improving their voting power to the exclusion of an existing majority shareholder, the court cannot allow exercise of such powers which have been delegated by the company to the board of directors.
16. In the facts of this case, we find the alleged allotment is clearly in violation of the articles of association and misuse of the fiduciary powers of directors and, therefore, we have no hesitation to come to the conclusion that as the offer of shares was not made to all shareholders in proportion to their shareholding and only one shareholder, Shri Chetan Seth, was allotted 2,100 shares out of additional 2,101 shares allotted, resulting in conversion of the majority shareholding of the petitioner to a minority, such allotment is clearly in violation of the articles of association and oppressive to the petitioner. We have, while coming to this conclusion also noted that no reasons have been given for increasing the share capital of the company except the statement made at the Bar by counsel for the respondent that the share capital was increased to consolidate the shareholding of Shri Chetan Seth.
17. In view of the above finding, we set aside the allotment of (2,101) shares made on September 24, 1990, and direct that an extraordinary general meeting be called and a new board of directors be elected. Meanwhile, in order to manage the affairs of the company as per the
provisions of the Companies Act and the articles of association of the company, we reconstitute the board of directors with the following four directors effective from the date on which this order is served on the company and the parties to this petition, Shri Chetan Seth, Smt. Monica Velinkar, Mrs. Rashmi Seth or her representative and one more person who will act as chairman of the company. In view of this order, we do not think that any separate orders are required to be passed under the two other petitions filed under Sections 235/237 and 408 of the Companies Act.
18. We should also mention here that during the hearings of these petitions, both the parties referred to earlier efforts made to settle the matter by negotiations and we also advised both the parties to come to a settlement by mutual discussion. Fresh efforts to arrive at a negotiated settlement were made and the progress of the same was reported to us on February 20, 1992, March 9, 1992, and, finally, on April 9, 1992, when it was reported that there was no likelihood of any settlement outside the court as the negotiations had failed. Regarding the selection of the chairman, various names were suggested and considered in the correspondence exchanged with the parties between May 25, 1992, to July 15, 1992, and as there was no unanimity on a single name, we appoint Justice (Retired) M.L. Jain, who has given his consent, as chairman of the company on a fee as may be decided by him and paid by the company. The company will render all co-operation to the independent chairman in the discharge of his function. He will call a meeting of the new board of directors as early as possible but not later than eight weeks from the date of receipt of the order and take possession of all the books of the company. He will also take steps to call an extraordinary general meeting of all shareholders for the purpose of electing new board of directors.
19. While the case was heard by three members including Shri A.M. Chakraborti, he was not present in the final stages of hearing and he ceased to be a member of the Company Law Board with effect from May 15, 1992. Regulation 4 of the Company Law Board Regulations, 1991, provides that the Principal Bench will have not less than two members including the chairman and, therefore, in view of the aforesaid circumstances, this final order is being passed by the two-member Bench.
20. Let a copy of this order be also served on all the directors and independent chairman.
21. There will be no order as to costs.