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2004 (9) TMI 385 - SUPREME COURT
Whether the allotment of additional shares was an act of oppression on his part?
Whether the shares were issued bona fide and for the benefit of the company?
Whether the right has been exercised bona fide and in the interests of the company?
Held that:- Appeal dismissed. Even the Company Law Board found that the allotment of additional shares by Ramanujam to himself was an act of oppression on his part. The Company Law Board drew this conclusion solely for the reason that no offer had been made to the majority shareholders regarding issue of further share capital. The High Court accepted the finding of oppression. However, it placed it on a much broader base by taking into consideration various other factors. The High Court’s finding is based on a much stronger footing. In fact, the High Court has gone on to conclude that Ramanujam has played a fraud on the minority shareholders by manipulating the allotment of shares in his favour. We find no reason to differ with the finding of the High Court.
No merit in the contention that the petition under sections 397/398 of the Companies Act, filed by the Prathapan and his wife before the Company Law Board was not maintainable.
No merit in the argument that the High Court exceeded its jurisdiction under section 10F of the Companies Act while deciding the appeal. The relief granted by the High Court was a proper relief in the facts of the case.
