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2013 (9) TMI 655 - Board - Companies LawNature of Company – Listed or Not - Whether Premier Roller Flour Mills was a listed company - Held that:- The petitioners were estopped from challenging the validity of these transactions, to which they have been consenting parties - Petitioners cannot blow hot and cold and cause prejudice to the respondents - contention of the petitioners to treat the company as a listed one was bound to fail - They were estopped from contending that the respondents have not complied with the SEBI takeover code by offering the shares to the public - Petitioners had been parties to the execution of transfer deeds, party to the Board meetings and resolution for transfer of shares by executing a compromise ratifying the transfer, and receiving consideration and repeatedly acknowledging the validity of transfer - The petitioners did not care to produce any documents to show that it was a listed company - It appeared that based on a letter dated 29th January, 2010 from the petitioners, SEBI had called for certain information regarding the change in promoters and their shareholding, percentage of shareholding since the year 2003-04, etc. - But the letter was not conclusive enough to show that the company was a listed one - Materials produced by the respondents sufficiently established that the petitioners had been holding out the company as unlisted. Shareholders or not – Oppression and Mismanagement u/s 397 and 398 – Relief u/s 402(f) - Whether the petitioners were shareholders of the company as on the date of filing the case - Whether the petitioners have made out a case of oppression and mismanagement u/s 397 and 398 of the Act - Whether the petitioners were entitled to any reliefs u/s 402(f) of the Act – Held that:- The company petition does not make out a case of oppression or mismanagement - The subsequent sale of the property had the approval of the Board and the valuation appears to be reasonable - No relief under section 402(f) could be granted since the CP was filed three months after the date of sale - The petitioners were not entitled to any reliefs u/s 397 and 398, because they had derived the benefits of the arrangement between the two parties through various payments spanning over a period from 2004-08, after voluntarily relinquishing their interest in the company by signing the deed of compromise, which is binding between the parties - The petitioners signed the deed of compromise fully aware of the legal implications. The petitioners themselves admitted that they signed blank transfer forms and handed over the possession of share transfer deeds and share certificates based on the understanding in the agreements - the shares now stand transferred - The chain of events proved in this case clearly established that the petitioners had relinquished their rights as shareholders of the company - The share transfer was challenged in the civil suit on the ground of fraud and coercion, but unconditionally withdrawn and on the basis of a settlement deed - No liberty had been reserved to file fresh proceedings on the same subject-matter - In such circumstances a petition under section 111A was not maintainable as held in Gulabrai Kalidas Naik v. Laxmidas Lallubhai Patel [1977 (5) TMI 70 - HIGH COURT OF GUJARAT ]. It was not necessary to go into details regarding the genuineness of the sale deed, undervaluation, etc. - Those issues were beyond the purview since a consideration of oppression and mismanagement arises only if the petitioners were found to be shareholders of the company - That issue being held against them the other issues pleaded in the CP do not arise - The petitioners had been indulging in forum shopping with some ulterior motive probably to extract money from respondents - Petitioners approached with unclean hands and they were not entitled to any equitable reliefs' - The attempt of the petitioners to reagitate the concluded issues was nothing but an abuse of the process of the court - The company petition was devoid of any merits – Decided against Petitioner.
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