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2011 (2) TMI 1280 - ORISSA HIGH COURTWrit petition - Oppression and mismanagement – refusal of company to convert warrants into equity shares - alleged in the petition that the present management and the promoters holding the controlling stake in the company are trying to dispose of the said unit by way of transferring its shareholding to a 3rd party without the consent and approval of the shareholders – Held that:- Mere fact that it was decided to offer shares to others and not to the existing shareholders would not therefore necessarily mean oppression of the minority shareholders - petition under Sections 397 and 398 of the Companies Act is not maintainable as it is filed for an isolated alleged act of oppression and mismanagement - refusal of OSIL to convert warrants held by Bhushan Energy Limited into equal number of equity shares may amount to a breach of contract but such breach of contract cannot constitute the ingredients of a complaint under Sections 397, 398, 402 and 403 of the Companies Act - petitioners before the Company Law Board who are respondents in this appeal have failed to establish mismanagement and oppression on the part of the management and for conversion of warrants into equity shares in an application under Section 397/398 of the Companies Act is not contemplated
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