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2013 (10) TMI 621 - HC - Companies LawOppression and mismanagement of company - Application for Rejection of Plaint under Order 7, Rule 11 of the CPC – Held that:- The application of principles of partnership to the concept of company was not alien and while deciding the question of "oppression" the utmost good faith exercised by a shareholder will be relevant - if a simpliciter declaration for cancellation was sought the bona fides of the plaintiff could not be doubted - By seeking framing of a scheme for administration of the asset of defendant No. 1, the plaintiffs are seeking to by-pass the provisions of the Companies Act which contemplates convening board meetings as any decision in respect of defendant No. 1 which was an asset company must be by a resolution - It was quite possible that such relief had been sought as the plaintiffs have been reduced to a minority - In that event the plaintiffs ought to have restricted themselves to a derivative action - Instead the main relief sought is administration of the assets of defendant No. 1 by fair participation of the plaintiffs. The plaintiffs have sought to set aside some of the board resolutions so far so good but the prayer for administration in the light of the prayer for declaration was misdirected - Both the prayers cannot be allowed - The plaintiffs have not abandoned either of the reliefs - Another reason for this order was misjoinder of the different causes of action which was apparent on a reading of the plaint and for which reason the plaint cannot be allowed in its present form.
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