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2022 (1) TMI 324 - Tri - Companies LawOppression and mismanagement - Seeking to declare the petitioners as directors of the said company and allow the petitioners to take charge as the directors of the company - seeking direction to respondents not to restrain the petitioners from the company premises - seeking direction to 2nd and 3rd respondents not to take any action restraining petitioners taking charge as directors of the said company - seeking direction that the appointment of respondents 2nd and 3rd as null and void - seeking to allow the petitioners to perform all the duties as directors of the said company - Section 241 &242 of the Companies Act, 2013. HELD THAT:- The majority shareholders are expected to exercise their voting powers to self-remedy, before relying on any statutory provisions to protect themselves from oppression by the minorities. The statutory relief for shareholder’s oppression is available to majority shareholders who are not in control of the management of the company and who, for any given reason, are unable to control the board. The remedy for shareholders’ oppression is also available to majority shareholders, the court would only exercise its powers to remedy, in instances where the majority shareholders are unable to rectify the oppression themselves. The shareholders must show that there exist some special circumstances rendering their majority shareholding powerless, against the oppressor. In the instant petition, petitioners themselves admitted that they are majority shareholders who stated that they are facing oppression and mismanagement from the Respondents. It is admitted fact that the major portion of the equity shares (2/3rd) are held by the 1st and 3rd petitioners and the 2nd Respondent holds only 1/3rd of the total shares - Therefore, the petitioners themselves are still the majority shareholders who are in control of or concerned with the management and operation of the company and have already exercised their voting powers for self-remedy i.e., by removing the Respondents from the board and appointing new Additional Directors. In no way the petitioners have been oppressed by the Respondent Company. Regarding the buying up, as a matter of fact, the petitioners are ready to sell the shares in the Company as per share purchase agreement entered between the 1st & 3rd Petitioners and the 2nd respondent. Therefore, this Tribunal directs the petitioners to follow the agreement executed by them with the 2nd Respondent. The respondents are directed to honour the agreement for the sale of shares executed between the petitioners and Respondents on 15.01.2019 and direct the respondents to purchase the 66,667 equity shares of 1st Petitioner for Rupees One crore and 66,666 Equity Shares held by the 3rd Petitioner for a sale consideration of Rupees Ninety-Six Lakh - petition disposed off.
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