TMI Blog2011 (5) TMI 850X X X X Extracts X X X X X X X X Extracts X X X X ..... ions 402, 403 and 404 of the Companies Act, 1956. 2. The petitioner has approached this Board seeking redressal of his grievances arising out of the various acts of mismanagement in the affairs of respondent No. 1 company and oppression of the rights of the petitioner as a minority shareholder. 3. Various acts of mismanagement and oppression as averred by the petitioner are as under : (a) Malpractice by allotting plot numbers to the allottees even before the company had acquired requisite licence from the concerned authority. (b) Undertaking a residential project in Goa to the detriment of the interest and goodwill of the company in 2007 whereas no residential project was allowed as per law. (c) Income-tax raid conducted in Februa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... not having the ownership of the said land. (h) Usurpation of the funds of the company by respondent Nos. 2 and 3 by cheating its customers and putting the public money to financial institutions at risk. (i) Duping the public at large by making false representations by respondent Nos. 2 and 3 in another project name "ATS Haciendas". (j) Denuding respondent No. 1 company of its assets including goodwill and further enhancement of liabilities bringing a bad reputation to the company. (k) Issuance of a show-cause notice to respondent No. 4 by the Registrar of Companies for statutory non-compliance. (l) Failure of respondent Nos. 2 and 3 to fulfil their fiduciary duty to the shareholders of the company. (m) Failure of the respondents ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (g) Injunction restraining respondent Nos. 2 and 3 and each one of them whether by themselves or by their servants, agents or assigns or otherwise from giving effect or further effect to any purported agreement for transfer or actual transfer or sale of the shareholding of the company in the sister concerns. (h) Injunction restraining respondent Nos. 2 and 3 and each one of them whether by themselves or by their servants, agents or assigns or otherwise from disposing of, alienating and/or transferring any fixed assets and immovable properties of respondent No. 1 company. (i) Injunction restraining respondent Nos. 2 and 3 and each one of them whether by themselves or by their servants, agents or assigns or otherwise from advancing loan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r deciding C. A. No. 8 of 2010 are akin to the principles of law governing an application under Order 7, rule 11 of the Code of Civil Procedure, 1908. The well-settled principle of law which can be culled out from the plethora of case law cited on either side for deciding such an application are as under : (a) Dismissal of the petition at the very threshold ought not to be ordered unless the averments made in the petition, if taken on their face value do not disclose any cause of action in favour of the petitioner in filing the petition under sections 397 and 398 read with sections 402, 403 and 404 of the Companies Act, 1956. (b) In appropriate cases even on failure of the petitioner to prove oppression and mismanagement the Company Law ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... se a cause of action under sections 397 and 398 read with sections 402, 403 and 404 of the Companies Act, 1956. At this stage it cannot be said that even if the averments of the petitioner are taken on their face value Company Petition No. 14 (ND) of 2009 is deemed to fail. Even if in the ultimate analysis after hearing the parties finally this Bench considers the acts alleged by the petitioner and reproduced above as without merit it would still have jurisdiction to grant an equitable relief to the petitioner if need be to restore his rights as a minority shareholder in respondent No. 1 company. 11. For the reasons aforesaid C. A. No. 8 of 2010 is dismissed. The respondents shall file their response within six weeks. Rejoinder, if any be ..... X X X X Extracts X X X X X X X X Extracts X X X X
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