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2017 (6) TMI 26 - Tri - Companies LawOppression and mismanagement - Invoking power of the NCLT to call for meetings, rectification of the register of members and investigation into the affairs of the company respectively - Held that:- The petition is allowed. In the light of the above contentions, it is therefore concluded that the acts of the Respondents amount to oppression against the Petitioner. Therefore, it is directed that the Petitioner's shareholding is reinstated to before the resolution for increase in the authorised capital was passed on 28th March, 2014. In addition to this, the share transfer of 31.11% shareholding in the Company, made to R12 is reversed as the same was done without the approval of the Board in a meeting of 26th July, 2014 for which no notice was served upon the Petitioner as well. As a consequence, R13, R15 and R16 are hereby directed to refund the money in lieu of the transfer of the aforementioned shares to R12. Moreover, it is directed that the appointments of R18 to R21 as additional directors be reversed as the same was done without the approval of the Board and the notices for the meetings held on 15th July, 2014 and 26th July, 2014 were never served upon the Petitioners. The Company is directed to hold an AGM within 3 months from the date of Order. Also, an exit option is hereby given to both the Petitioners and the Respondents with a preference to given to the Petitioners for exiting the Company. Preliminary decree is being passed in the matter the present petition for valuation of main business by an independent valuer. Both the groups of shareholders are being directed to give the name of an independent valuer through consensus within seven days from the date of order, failing which both the groups will have the option to give names of three independent valuers within one week thereafter, so that the Tribunal may issue order to the valuer for valuation of the aforesaid company and report for valuation may be called within three months and expenditure of independent valuer will be borne by both the Petitioners and Respondents in equal proportion. Based on the current valuation by the registered valuer, either of the parties may then sell its shares to the other that it holds in the Company and subsequently exit the Company within three months after valuation, with a preference to be given to the Petitioner. Parties are to bear their own costs.
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