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2019 (11) TMI 318 - Tri - Companies LawOppression and mismanagement - alleged oppression of a sole majority shareholder by the minority shareholders - preventing the Company from being struck-off by the Registrar of Companies as the Petitioner has not conducted any Meeting for a period of 6 years from the inception of the Company - Respondent No. 2 transferred part of his Shareholding to Respondent Nos. 3 and 4 (whom he claims to be his family members) in violation of the Articles of Association of the Company - also Respondent No. 3 and 4 as Additional Directors of the Company without the consent of the Petitioner who is the sole Majority Shareholder (by virtue of owning shares in excess of 90% of the total paid-up share capital of the Company). HELD THAT:- We are inclined to hold that the primary reason for the dispute between the parties arise on certain misunderstanding and miscommunications, and hence, we feel that there is a possibility of the parties settling the issue, if they are provided with a forum to deliberate the same on. It is vital to mention here that the Company has not undertaken any substantial business from the date of its incorporation and there is a need to put it in motion, the reason for which the Company was envisaged. The dispute between the parties has paralysed the Administration and ordinary business of the Company. Section 397 and 398 of the Companies Act, 1956 read with Section 242 of the Companies Act, 2013 provide that "the Tribunal may, with a view to bringing to an end the matters complained of, make such order as it thinks fit. It is hereby directed to prepare an agenda of the meeting now authorized and place it before the Chairman on or before 19.07.2019 and after obtaining the approval conduct the meeting within 21 days' time i.e., on or before 09.08.2019 - application disposed off. Petition disposed off.
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