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2011 (8) TMI 971 - Board - Companies LawOperation and mismanagement - illegal and fraudulent transfer of shares – petitioner alleged that respondents had wrongfully deleted their shareholding and added same in name of respondents thereby reducing majority shareholders to a minority and creating a new majority to gain control and management of respondent-company with oblique motive – Held that:- Shareholding was changed with the sole object of gaining control of the company by becoming majority shareholders was an act of oppression on the part of the respondents - meetings passing such resolutions were held at the back of the petitioners without giving proper notices and without following proper procedure Regarding service of notices, it is settled law that the onus to prove service rests on the sender. That onus has not been discharged - petitioners allegations that their group has been converted from a majority to a minority in shareholding and respondents representation in management has substantially been increased are found to be correct - Once conduct is found to be oppressive under sections 397 and 398, the discretionary power given to the CLB under section 402 to set right, remedy or put an end to such oppression is very wide - company is hereby directed to restore the position of shareholding as reflected in its annual returns – Petition allowed
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