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2013 (4) TMI 306 - CALCUTTA HIGH COURTGround of maintainability - Beyond the scope U/s 397 and 398 - Whether or not the disputes between the parties are purely private or not - It is a family Company - Two brothers are fighting against the third - The third one complains that the other two brothers have oppressed him and his family by inter alia deceiving him to purportedly transfer shares in their favour - Held that:- At this stage it is to be assumed that the platform of this family Company resting on a pivot is to be kept in equilibrium - This platform is kept in equilibrium by recognition of rights, obligations, expectations of every family member who constitutes a small family company which resembles a partnership, as recognised in the above case and in O Neil’s Case and in the Madras decision following it. Permission is granted to the first respondent to go ahead with the rights issue - However, Bijay and his group have to be offered rights shares as if their claim for shares was true, subject to the results of the Company Law Board petition - Furthermore, Bijay and his group will be able to exercise the option of provisionally taking the rights shares without making any payment for them, for the time being - The rights shares will be allotted to them, subject to the stipulations - Upto this time they will not have any voting right in 9,66,638 - Only, after disposal of the Company Law Board petition the said group will be obliged to exercise the final option to take and pay for the rights shares- The rights shares should be strictly in the ratio of 1:1 - Therefore, even if the rights shares are allotted, the said group will not be prejudiced by dilution of their shares or by being put to financial burden - Therefore, the Company Law Board should not have dismissed the application - This appeal is disposed of with the above directions - The Company Law Board is directed to dispose of the Company Law Board petition within six months from date positively.
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