2006 (8) TMI 313 - SUPREME COURT

Whether the petition filed by Dr. Kamal Kumar Dutta would justify the order passed by the CLB or not?

Whether a case of oppression in the interest of the members is made out or not?

Held that:- Appeal allowed. Since the issue of granting of equity shares against the medical equipments supplied by the appellant No. 1 to the tune of Rs. 3.5 crore is pending before the Calcutta High Court in a writ petition, therefore the CLB has not passed any final order but passed a limited order as mentioned above. However, as examined the matter in detail and we are satisfied that there is full proof case of oppression. But at the same time we do not feel inclined to pass an order for winding up of the company because it will not be in the interest of the company nor to the interest of the parties. Therefore, we allow the appeals and set aside the impugned order dated 31-3-2005 passed by the learned Single Judge of the High Court and pass limited direction that all the resolutions which have been passed by the Board of Directors, or in the Annual General Meeting or Extraordinary General Meeting with regard to the raising of funds of Rs. 40 lakhs in the meeting of 19-4-1995 and the meeting dated 16-2-1996 whereby the appellant No. 1 was stripped off of his powers as Managing Director, the resolution by which Dr. Binod Prasad Sinha was removed from the office of Director and other resolutions by which the shares were allotted to the subsidiary company of Sajal Dutta or other persons are bad and we restore the position ante 19-4-1995 and direct that let a fresh meeting be convened and proper decision be taken in the matter in the interest of the company. We confirm the order and direction of the CLB.