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2020 (11) TMI 1000 - Tri - Companies LawOppression and mismanagement - Rights Issue - transfer of shares between family members - Section 241 of the Companies Act, 2013 - HELD THAT:- It can be seen that the petitioner has not raised any specific objection against the Rights issue. The petitioner has not pointed out any negative impact on the rights of the petitioner by issuance of further shares - It is well settled principle that for a case of oppression and mismanagement, there needs to be a conduct amounting to misconduct by the majority towards the minority. Further, where a majority of members exercise their rights as shareholders in the conduct of the company’s affairs, the fact that there is oppression, lapse or impropriety on the part of an officer not pertaining to or unconnected with the exercise of voting rights by a majority of shareholders, will not justify invocation of Section 241 of the 2013 Act. It was held in the case of Lammertz Industrienadel GmbH v. Altek Lammertz Needles Limited, [2008 (5) TMI 736 - COMPANY LAW BOARD, CHENNAI] that further increase of capital followed by allotment of shares with a view of saving the Company from its state of crises. There was no diversion of the company’s business to any other company. Hence, there is no oppression made out. Therefore, it is no longer res-integra that the right issue for genuine purpose and for the benefit of the company is not illegal until proved otherwise. The petitioner/minority shareholders have to prove the mala fide of the majority in order to get relief against the Righst issue. In the case in hand petitioner himself attended the meeting, submitted his objections against the Rights issue. The petitioner has a chance to purchase/invest more in the company. There is no single instance of oppression or mismanagement by way of further issue of Rights by the directors of the company. Let the matter be listed on 04.12.2020 for further consideration.
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