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2019 (8) TMI 1000 - AT - Companies LawOppression and Mismanagement - time limitation - applicability of Limitation Act - applicability of provisions of Section 397 and 309 of the Companies Act, 1956 - principles of res-judicata - HELD THAT:- It is natural that the notice for the Meeting is issued before the date of the Meeting and the Minutes of the Meeting are prepared either on the date of Meeting or on subsequent date and normally confirmed in the next Meeting. Even the Expert Forensic Report stated that the Minutes of the Meeting have been prepared after alleged dates (date of the Meeting). We do not see any fundamental flaw as they are normally prepared after Meeting is over. On going through the documents argued by the Learned counsel for Respondent, we noted that 1st appellant was very well aware that 2nd respondent has been appointed on the basis of the documents placed before us. We have also noted that the parties have been in litigation for a long period. It is also noted that a number of cases have been instituted by appellant group as well as the respondent group. The very fact that there have been a lot of litigation resulting in removal of directors of petitioners group (before CLB/NCLT), it will be detrimental to the interest of the company if litigation is continued on one pretext or other either by one group or the other. To save the company from litigating shareholders divided in groups and appellant group being too small in minority (holding 500 shares each), it would be desirable that an exit route is provided to the appellants. The allegations of the appellants are pertaining to and arising out of the Agreement dated 7.9.1991. Appellants under the garb of the petition before NCLT and appeal before Appellate Tribunal are seeking specific performance of the Agreement dated 7.9.1991. We also noted that the appellants have launched various litigations before the various forums and have not succeeded. Since the dispute is contractual in nature, Company Petition under Section 397 and 398 was not maintainable - It is admitted by the Respondent that the amount infused by the appellants is unsecure loan on which the Respondent were paying interest @ 15% p.a. and TDS was also being deducted. Further the documents placed before us by the Respondent establishes that the Respondent has discontinued payment of interest on the contractual rate to the appellants for which no reasons has been given by the Respondents. 1st Respondents will pay the appellants their balance of unsecured loan with interest at agreed rate which Respondents have discontinued providing since 1.4.1999 within one month of this order - The Respondent No.1 company will get the price of each share determined by registered valuer who will act as per Section 247 of the Companies Act, 2013. Respondent No. 1 Company will ensure compliance within one month of the date of this Judgement. After getting report of Registered Valuer, Board of Directors of 1st Respondent will offer shares of 1st and 2nd appellant to the existing shareholders adopting procedure akin to Section 62 of the Companies Act, 2013 within one month of the offer given by the company. In case none of the existing shareholders purchase the shares of 1st and 2nd appellant, in that event 1st respondent will purchase the shares of 1st and 2nd appellant within one month thereafter.
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