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2014 (8) TMI 1214 - Board - Companies LawOppression and mismanagement - seeking transfer of equity shares to enhance the holding to 45% without insisting upon to execute personal guarantee in favour of KSFC - seeking directions from this Bench to the respondents to purchase the petitioner's entitlement of 45% equity shares out of respondent company's total equity shares determined by the Independent Valuer - HELD THAT:- It is not a case fall under the definition of section 397 and 398. From the pleading and document it is evident that the respondents have fulfilled their obligation in implementing the compromise petition. The petitioner has failed to substantiate that how he is entitled to 45% of the equity share, without fulfilling the terms and condition as mentioned in the compromise petition. It is only an understanding between the panics that the petitioner will be entitled to 45% of the equity shares. The contention of the petitioner that this Bench appointed valuer on the basis of joint memo filed by the parties to determine the value of equity shares of the Company for considering the petitioners claim under relief 18.3 (viii). It is only a claim made by the petitioner, but the petitioner's entitlement to 45% of the equity shares in the company has not been determined by any court or authority. Admittedly the petitioner is holding 25,00,000 equity shares constituting 17.5% of the shares. Even on the merits of the case, the petitioner failed to fulfil the obligation on his part and for that reason me petitioner cannot put, blame on the part of the respondents. The petitioner has filed the present petition by invoking Section 397/398 and 402 of the companies Act, 1956 alleging certain acts of oppression and mismanagement in the affairs of company. From the pleading and document, the petitioner has not made out any case either on oppression or mismanagement in the affairs of the Company. On the other hand the R1 Company is a going concern and performing very well. There is no dispute or denial that the respondent Company under the leadership of board of directors and assisted by the top level management team have a good corporate governance. It is a well settled law that even an isolated act cannot be construed an act of oppression and mismanagement. In this case even the averments, grounds and reliefs do not constitute any oppression and mismanagement in the affairs of the Company by the respondents. The petitioner has not made out any case either on oppression or mismanagement and the petition has miserably failed and liable to be dismissed - Petition dismissed.
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