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2015 (10) TMI 1524 - Board - Companies LawPetition under Sections 247, 250, 397 to 405 of the Companies Act, 1956 Prevention of oppression and mismanagement Petitioner contends that HTA had illegally linked the shares with the employability and compelled to surrender his share owned by him on ceasing to be its employee Further contends that prohibition be imposed concerning transfer of shares under provision of Section 250 of the Act and directing 'HTA' to pay to the Petitioner price of the share at current rate prevalent in the market. Respondent contends that Petitioner was allotted share from time to time thus the issue is not in dispute - Further contended that a member when ceased to be an employee of HTA he would lose his right to transfer the share held or owned by him and he would be entitled to an amount equivalent to the face value of the share held by him on the transfer of shares - Petition not maintainable u/s 397 to 405 as Petitioner fails to satisfy the requirement of Section 399. Held That:- Petition not maintainable u/s 247 and 250 of the Act as no investigation in the affairs of the HTA would be called for as the Petitioner himself shown the WPP (Manutius) holding 74% shares of HTA and 24% shares held by KTA employees - Petition u/s 397 & 398 not maintainable as petitioner fails to answer the requirement of Section 399 In case of conflict between an agreement amongst shareholders placing restriction on their right of transfer and Articles of Association of a Company then latter prevails Petition dismissed with costs Decided in favour of the Respondent.
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