TMI Blog1995 (4) TMI 238X X X X Extracts X X X X X X X X Extracts X X X X ..... tiffs comes to 0.0014 per cent. The plaintiffs have, in the suits, challenged two resolutions passed by the company at the extraordinary general meeting held on 9-5-1994. O.A. No. 592 of 1994, in C.S. No. 705 of 1994 and O.A. No. 591 of 1994 in C.S. No. 1006 of 1994 are for injunction restraining the defendant from giving effect to resolution Nos. 1 and 2 passed at the said meeting in any manner or acting in pursuance thereof. O.A. Nos. 1006 and 1007 of 1994 are for injunction restraining the defendant from issuing 21,79,000 equity shares of Rs. 10 each at a premium of Rs. 30 per share to the equity shares holders on rights basis as announced by them in the letter of offer. The learned single Judge has found that a prima facie case has no ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s (India) Ltd. v. Needle Industries Newey (India) Holding Ltd [1981] 51 Comp. Cas. 743, that a resolution aimed purely at enabling promoters to gain main control over the company, is illegal. Secondly, it is argued that the explanatory statement issued under section 173 ought to contain all the relevant facts which are material so as to enable the shareholders to form a judgment with regard to the correctness of the proposed resolution and the course to be adopted by them. It is further contended that the resolution cannot authorize the Board of Directors to issue the shares and the power can be exercised only by the general body under section 81(1)( a ) of the Act. It is submitted that the decision to issue further shares to the promote ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... here is an allegation that minority shareholders are sought to be dwarfed by the dominant group. There is no material before the court to show whether there is any dominant group or a minority group. At any rate, the plaintiffs cannot claim to represent them. 6. The plaintiffs did not participate in the meeting and the resolutions were passed unanimously by the general body. The plaintiffs have taken the benefit of resolution No.1 and also subscribed to allotment of rights shares. It is also submitted by the learned counsel for the defendant that the provisions of section 81(1A) form an exception to the provisions of section 81(1)( a ). It is not necessary for us at this stage to go into that question. It is contended by the defendant t ..... X X X X Extracts X X X X X X X X Extracts X X X X
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