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2015 (8) TMI 189 - HC - Companies LawFraudulent transfer of shares Non-compliance of provisions Held that:- transfer of 536 shares was made purportedly as part of family arrangement, Annual Report of Respondent company of 2003-2004 reflects this transfer and shows names of all transferees Appellants had to show that such alleged transfer was not only oppressive act but that it was just and equitable to wind up company on account of such act Appellants failed to make out any such case As per Article 10 of article of association, shares may be transfered by member to another member or person in any of the enumerated relationships with transferor member It was admitted position that transferees of these 536 shares was brothers of deceased and fall within this clause Therefore transfers cannot be said to be in contravention of Articles. Representation on board of directors CLB directed adequate representation of appellant on board of directors on Appellants claim of having 46.71% shareholders Held that:- Whether or not Appellants hold over 46% shareholding in Respondent company, was matter of serious dispute between parties If 536 shares of Respondent company was treated as correctly transferred, total shareholding of Appellants comes to about 26.46% Therefore direction that adequate representation should be given to Appellants was clearly impermissible and cannot be sustained Cross-objections allowed Impugned order giving adequate representation to Appellants set-aside Decided against appellant.
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