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2009 (8) TMI 698 - HIGH COURT OF KARNATAKAOppression and mismanagement - Held that:- In the present facts and circumstances, the appellants-petitioners have made out a case of oppression and mismanagement attracting the provisions of sections 397 and 398 of the Act, notwithstanding the respondents being able to demonstrate that they had not violated or transgressed any of the provisions of the Act including sections 80 and 81 of the Act. While all acts beginning from the extraordinary general body meeting of the company convened on 20-12-1995, are all declared to be null and void and that the redemption of preference shares of the appellants-petitioners is also to be held bad in law for the very reason of mismanagement leading to oppressive acts with the real intention of the parties being not to convert the equity shareholding into preference shareholding in the year 1993 and as demonstrated by the conduct of the respondents in the year 1996, when in place of the preference shareholding of respondent Nos. 2 and 3 they having been allotted an equal number of equity shares, are also bad in law, a direction is issued to allot 100 number each of equity shares of the value of ₹ 1,000 per share, fully paid-up, in terms of relief No. 1 as claimed before the Company Law Board. Appeal allowed.
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