Home Case Index All Cases Companies Law Companies Law + HC Companies Law - 2015 (3) TMI HC This
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2015 (3) TMI 623 - HC - Companies LawProceedings under Section 397 and 398 of Companies Act, 1956 - it has been specifically stated that the MPJ Group should have been given the option to purchase the shares as it is the majority group. - Held that:- By the order dated 3rd July, 1996 BPJ Group was given the 1st option to purchase the shares of the MPJ Group and if such option was not exercised then the MPJ Group could have exercised the option and purchased the shares. In appeal the order was modified and the MPJ Group was directed to purchase the shares of the BPJ Group. The said order was passed on the premise that the MPJ Group was the majority share-holder. There is no default clause in the order dated 18th September, 1998 and on a reading of the order the reason for modifying the order of the Trial Court dated 3rd July, 1996 is that the MPJ Group held 52.2% shares while the BPJ Group held 47.50% shares and the discretion exercised by the Trial Court was on a wrong legal principle in not directing the majority, to purchase the shares of the minority and although the relief granted in the order dated 3rd July, 1996 is not unknown in law but an exceptional case ought to have been made out for granting such relief. In the instant case too the MPJ Group which was in management was to purchase the shares of the BPJ Group as will appear from the decree dated 18th September, 1998, and there was no scope for exercise of option by the BPJ Group. This will be evident from the modified decree itself which mandates sale of the shares by the BPJ Group to the MPJ Group by user of the phrase “shall sell”. It was on the basis of the aforesaid that the appeal of MPJ Group was allowed. By virtue of the aforesaid the requirement of exercise of option was rendered otiose. The aforesaid will, therefore, entitle the decree-holder to execute the decree dated 18th September, 1998, accordingly, there will be an order in terms of prayer (g) of Column 10 of the Tabular Statement, after advertisement in leading newspapers for which purpose Ms. Ipsita Banerjee Advocate is appointed Special Officer at an initial remuneration of 300 Gms. Let such advertisement be published within six weeks from the date of receipt of the order. The sale will be subject to confirmation by this Court.
|