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2020 (10) TMI 827 - Tri - Companies LawTransfer of land and machinery of 1st Respondent Company - Section 241 of Companies Act, 2013 - HELD THAT:- The waiver, extension, relaxation of conditions precedent to the Asset Transfer Agreement are at the instance of the purchaser i.e, Respondent No.2 herein and in case the purchaser agrees for the said waiver, the Agreement may be carried forward by the parties concerned. The Petitioners herein have not been able to establish in all their pleadings and oral arguments as to how their interest have been prejudiced with the said three transactions relating to transfer of land as mentioned in the prayer Clause (2) of their petition. The petitioners also have not been able to establish as to how the said transactions constitute an act of oppression as against them and what tangible loss was caused to the Company with the said transactions especially when they themselves had been party to the decision of Respondent No.1 Company in relation to the EGM held on 16.04.2016. In order for the petition under Section 241 of the Companies Act 2013 (previously under Section 397/298) to succeed against the majority shareholders, the Petitioners have to bring on record material, tangible and real damage to their proprietary interests due to misdeeds complained of and committed by majority shareholders/Management. The said non-extension of Long Stop Date has not been found to be so severe so as to warrant grant of reliefs as prayed by the Petitioners. Accordingly, we are of the considered view that the Petitioners have not been able to make out case of oppression and mismanagement fit for grant of the said reliefs i.e, against item Nos. 5.1 (a) to (d) herein above. The request for investigation of Respondent Nos 1 & 2 Companies as mentioned against item No. 5.1 (e) is also not acceded to as the Petitioners have failed to bring on record any material evidence in support of their demand for such a relief. In view of the above discussion, the said petition filed under Section 241 and u/s 213 of the Companies Act, 2013 deserves to be dismissed. Petition dismissed.
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