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2021 (4) TMI 67 - HC - Companies LawTransfer of shares - Winding up of company or not - appellant contended that in the absence of requirements contemplated under Section 397 of the Companies Act, 1956, the Company Law Board has committed an error in passing such an order (for transfer of shares) in view of the fact that there was no circumstances established for winding up of the company - HELD THAT:- This Court is of the opinion that when the provisions of the Statute contemplate certain requirements and ingredients then such requirements are to be established by the parties who approached the Court and in the absence of any proof to that effect, relief cannot be granted merely on the ground that there was a dispute existing between the parties. Mere dispute is insufficient to pass an order to transfer the shares. The dispute must result in winding up of the Company and such a situation must be beyond any pale of doubt - In the present case, none of the requirements were adjudicated nor any finding was given by the Company Law Board. Thus, this Court has no hesitation in arriving a conclusion that the order passed by the Company Law Board is not in consonance with the provisions of Section 397 of the Companies Act, 1956, and further opposed to the principles laid down by the Apex Court in the case of Hanuman Prasad Bagri and Others v. Bagrees cereals Pvt. Ltd and others [2001 (3) TMI 931 - SUPREME COURT]. The Apex Court in an unequivocal terms in the case of Hanuman Prasad Bagri and Others v. Bagrees cereals Pvt. Ltd and others [2001 (3) TMI 931 - SUPREME COURT] held that attention is to be made only with reference to the aspect that the winding up of the Company would unfairly prejudice the members of the company who have a grievance and are the applicants before the court and that otherwise the facts would justify the making of a winding-up order on the ground that it was just and equitable that the Company should be wound up. However, no such circumstances are raised by the parties nor the Company was considered by the Company Law Board in the present case. Appeal allowed - decided in favor of appellant.
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