GST Helpdesk   Subscription   Demo   New User   Login      
Tax Management India .com
TMI - Tax Management India. Com
Extracts
Home List
← Previous Next →

2016 (7) TMI 476 - MADRAS HIGH COURT

2016 (7) TMI 476 - MADRAS HIGH COURT - TMI - Oppression and mismanagement - main grievance of the appellant is the sale of the property of the company - necessity of sale transaction - whether the sale transactions were fraudulent in nature and that they were entered into with the son of one of the Directors for a consideration lesser than the market value? - failure of the respondents to produce the dispatch register to show that they sent the notices - Held that:- The company in question was a .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

nk of India. Dena Bank filed an application before the DRT for recovery of money against a company by name Akkammal Steels Private Limited, which was also held by the members of the very same family. In the said case, the present company was impleaded as the fourth respondent. There was yet another application by State Bank of India against G.K.Alloy Steels Private Limited for recovery of money. The proceedings under the SARFAESI Act were also taken against Akkammal Steels Private Limited. A pet .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

save the company. In the proceedings before the DRT, he was actually set ex parte. The bank could not even serve notices on him. Therefore, the Company Law Board was right in holding that the sale transactions are not proved to be fraudulent, warranting an inference of oppression and mismanagement. - The appellant cannot successfully maintain an action for oppression and mismanagement against the respondents, merely on the strength of the sale transactions relating to the properties of the .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

panies Act, 1956. 2. I have heard Mr.V.Raghavachari, learned counsel for the appellant in Company Appeal No.15 of 2011 and first respondent in Company Appeal No.19 of 2011, Mr.R.Murari, learned Senior Counsel for the respondents 2 and 4 in Company Appeal No.15 of 2011 and the appellants in Company Appeal No.19 of 2011. 3. The company in question namely G.K.Alloy Steels Private Limited, was incorporated on 23.10.1980, as a closely holding private limited company. The annual return of the company .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

swamy died on 17.4.1999. But, it appears that the company was making losses even as on 31.3.1998. The appellant in the first of these appeals was a Medical Practitioner, who had settled at United Kingdom. After the death of his father, he issued a legal notice on 14.7.1999 to his brothers, asking for particulars of the properties and seeking partition. The brothers as well as the mother issued a legal reply to the appellant. It appears that upto the year 1998, two sons namely K.Venkatesh and K.N .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

was also closely held by the members of the same family. Both these companies namely Akkammal Steels Private Limited as well as G.K.Alloys Steels Private Limited had borrowed money from Dena Bank and State Bank of India. Dena Bank filed O.A.No.2277 of 2001 on the file of the Debts Recovery Tribunal-I, Chennai against Akkammal Steels Private Limited and its Directors K.Narayanaswamy and K.Venkatesh, for recovery of a total amount of ₹ 7,13,53,075.76/- and for the sale of the mortgaged and .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

t a portion of the property mortgaged to the Bank. 6. Similarly, the State Bank of India filed an application in O.A.No.32 of 2002 on the file of the Debts Recovery Tribunal, Coimbatore as against G.K. Alloy Steels Private Limited and its Directors K.Narayanaswamy, K. Lakshmiammal and K.Venkatesh, for the recovery of a sum of about ₹ 1.49 Crores and for the sale of the pledged and hypothecated machineries listed in the schedules to the application. 7. Due to the action initiated by both th .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

of an extent of about 79 cents was sold for ₹ 2.50 lakhs, under the second sale deed, a land of an extent of acres 2.55 was sold for a sum of ₹ 25.00 lakhs. 8. On 26.12.2005, the Dena Bank issued a notice under Section 13(2) of the SARFAESI Act to Akkammal Steels Private Limited. In the meantime, a petition for winding up was filed on the file of this Court in C.P.No.70 of 2002 by one of the creditors of G.K.Alloy Steels Private Limited. By an order dated 22.3.2006, this Court allow .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

y to pay the amount within two weeks, the order for winding up was set aside by the Division Bench of this Court, by a judgment dated 29.7.2006. 10. Thereafter, a Board Meeting was convened on 18.6.2007 for convening an Extraordinary General Body Meeting for the sale of the land of an extent of 3.29 acres. The Extraordinary General Body Meeting was convened on 12.7.2007 and the General Body approved the sale. 11. Thereafter, a Development Agreement was entered into on 23.5.2008 between the compa .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

of Power of Attorney, Agreement entered into by the company and Directors in relation to the sale and joint development of the land of an extent of about 10 acres in Chinnavedampatti Village, Coimbatore; (iii) to direct an investigation into the affairs of the company and surcharge the respondents to make good the loss caused to the company through their various acts of mismanagement; (iv) to appoint a Management Committee to manage the affairs of the group companies; (v) to remove K.Venkatesh a .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

Company Law Board allowed the said application Comp.A.No.42 of 2009 and appointed one Mr.Ranji, Chartered Accountant as Commissioner to authenticate the statutory registers of the company from 1.1.2005 till October 2009 and to submit a report. The respondents were also directed to furnish all the extracts of the Meetings of the Board and the General Body from January 2005 to October 2009. 13. Yet another application in Comp.A.No.84 of 2010 was filed by a company by name M/s.Coramadel Engineering .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ncurred; and (c) that the respondents shall keep the factory, land, building and plant and machinery unencumbered until further orders. 14. As against the order passed by the Company Law Board in Comp. A.No.84 of 2010, at the instance of the Joint Development Agreement holder, the appellant herein filed an appeal in Company Appeal No.21 of 2010 on the file of this Court. While ordering notice in the said appeal on 13.8.2010, this Court granted an interim order of status quo. Subsequently, the ap .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

6.3 acres of land was liable to be set aside ? (3) Whether the Joint Development Agreement was liable to be set aside ? and (4) Whether the Directors were liable to be surcharged ? 15. After hearing all the parties, the Company Law Board passed a final order in C.P.No.7 of 2009 on 10.6.2011, (1) rejecting the prayer of the appellant herein for setting aside the sale deeds dated 9.12.2005, 20.12.2005 and 21.7.2005; (2) rejecting the prayer of the appellant herein for setting aside the MOUs, Powe .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

in C.P.No.7 of 2009 before the Company Law Board, has come up with the first of these appeals, namely Comp.Appeal No. 15 of 2011. Aggrieved by the surcharge order directing the Directors to pay ₹ 20 lakhs, those two Directors have come up with the second of these appeals namely Comp. Appeal No.19 of 2011. Company Appeal No.15 of 2011 : 17. Before proceeding to consider the grounds on which and the questions of law on the basis of which the impugned order of the company Law Board is assail .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

5480 G.Kandaswamy (Individual) 415 K.Balasundaram 5185 K.Venkatesh 5558 K.Lakshmiammal 3027 Master Sujay Senthil 625 Rangai Sai Chit Funds P Ltd. 5 G.K.Steels (Coimbatore) Ltd. 4000 Total 35000 18. The family also had three more companies by name (1) G.K.Steels (Cbe) Limited, (2) G.K.Steel and Allied Industries Limited and (3) Akkammal Steels Private Limited. 19. Since G.Kandaswamy died intestate, the shares left behind by him devolved upon his legal heirs. The mother also died on 12.8.2006. Co .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

es (1/3rd of 14,147 shares), his share capital should come up to 9,900 Equity Shares. 20. The grievances of the appellant in Company Appeal No.15 of 2011, were (1) that no Board Meeting or General Body Meeting were ever held; (2) that no notices of any of those meetings were served upon the appellant; (3) that valuable properties were sold unnecessarily without there being any necessity; (4) that the sales were fraudulent in as much as they were made in favour of Narayanaswamy's sons for a c .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

that the Articles were amended to insert the word "Private". Till the Registrar of Companies was intimated of the decision to take the benefit of removal of Section 43A, the company continued to be the Public Limited Company and was required to have a minimum of three Directors. But, the second Respondent alone remained as a Director and hence, he could not constitute the quorum for any meetings. Hence, it is contended that all decisions taken without a quorum, were vitiated. Contenti .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

d. According to the appellant, even the notice of the Annual General Meeting dated 28.9.2001, in which, Clause 3(1)(iv) was incorporated in the Articles of Association, was not served on him. Again, in paragraphs 15 and 16 of the main company petition, the appellant claimed that the notices of the General Body Meeting held on 4.7.2001, 21.11.2005 and 12.7.2007, were not served on him. 23. In paragraph 15 of the counter filed on behalf of the respondents 1 and 2 to the main company petition, they .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

5, 12.7.2007, the notices dated 24.10.2005 and 18.6.2007, marked as Ex.R.16 and Ex.R.17 were sent. 24. Before proceeding further, it should be pointed out that the company became a deemed public limited company, by virtue of Section 43A. But, this concept was removed by virtue of the amendment under the Companies (Amendment) Act, 2000. Thereafter, in an Annual General Meeting held on 28.9.2001, the words 'private company' were incorporated in the Articles. Therefore, the Company Law Boar .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

the Act is a complete answer. Under the said provision, it is only the Board of Directors of a public company or of a private company, which is a subsidiary of a public company, which cannot sell or dispose of the company's property without the consent of the company in a general meeting. Since the company in this case is a private limited company, there was no necessity to convene a general meeting for this purpose. 26. As a consequence, even assuming that no notices of the general body me .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

o produce his passport just to avoid any adverse inference being drawn against him. In the DRT proceedings, the Court has to secure notice to him by publication and even then, he remained ex parte. Instead of clearing the decade old liabilities and salvage the company, he has been avoiding the legal proceedings. Notice sent to him even few months prior to the filing of the CP was returned with endorsement 'not claimed', indicating his indifference to the company and absence of bona fides .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

it is shown to be perverse. 29. In the case of Dale And Carrington Invt. P. Ltd. v. P.K. Prathapan, [(2005) 1 SCC 212], the Supreme Court discussed the scope of power of the High Court in an appeal under Section 10-F of the Act. It laid down as follows: "Section 10-F refers to an appeal being filed on the question of law. The learned counsel for the appellant argued that the High Court could not disturb the findings of facts arrived at by the Company Law Board. It was further argued that t .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

the present case we have demonstrated that the judgment of the Company Law Board was given in a very cursory and cavalier manner. The Board has not gone into real issues which were germane for the decision of the controversy involved in the case. The High Court has rightly gone into the depth of the matter. As already stated the controversy in the case revolved around alleged allotment of additional shares in favour of Ramanujan and whether the allotment of additional shares was an act of oppre .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

orded by the Company Law Board was perverse, it is not possible for me to dislodge the finding recorded by the Company Law Board, which I have extracted above. But unfortunately, the appellant has not been able to demonstrate that the finding is perverse. 30. Relying upon a decision of the Madhya Pradesh High Court in Marble City Hospital and Research Centre P. Ltd. Vs. Sarabjeet Singh Mokha [(2010) 155 Comp. Cases 13], it is contended by Mr.V. Raghavachari, learned counsel for the appellant tha .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

Krishnan as follows:- "24. Section 172 of the Act speaks about the contents and manner of service of notice and persons on whom the same is to be served. Sub-Section (1) mandates that every notice of a meeting of a company shall specify the place, the day, hour of meeting and shall contain a statement of business to be transacted thereat. Sub-Section (2) mandates that notice of every meeting of the company shall be given to (i) every member of the company, in any manner authorized by Sub-Se .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

any member or other person to whom it should be given shall not invalidate the proceedings at the meeting. Apart from the above procedure, while sending notice for any meeting, the procedure prescribed in Section 53 (1) and (2) of the Act has to be followed. 25. It is the case of respondent Nos.1 and 2 that proper notices in terms of Section 172 read with Section 53 (1) and (2) have duly been sent to all the share holders including the petitioners in respect of the AGM dated 29.9.2005. It was c .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

that the above decisions are of any assistance to the appellant. As I have pointed out earlier, the company in question was a private limited company at the time when the sale transaction took place. Therefore, even assuming that no notices were issued for the General Body Meetings, such failure would not vitiate the sale transaction that could have been validly approved in the meeting of the Board of Directors. Hence, the first ground of attack to the order of the Company Law Board cannot be su .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

t a quorum were invalid. 35. It is seen from the factual matrix that Mr.K.Venkatesan and Mr.K.Narayanasamy were the Directors. Mr.K.Narayanasamy resigned on 04.7.2001. Mr.E.Gopalakrishnan was appointed as Executive Director. Therefore, the case of the appellant is that by virtue of Section 260, Mr.E.Gopalakrishnan could not have continued beyond 30.9.2001, since the company was a public limited company till December 2001. 36. But, at the outset, it should be pointed out that the deeming fiction .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

vestments Limited [AIR 1953 Mad. 467], a Division Bench of this Court held that the power to co-opt a Director can be exercised even after the Annual Meeting has been called for. The Bench pointed out that it cannot be said that the power comes to an end when once an Annual Meeting is convened. It was contended that when the Articles of a Company provided that in the Board, the continuing Directors may act notwithstanding any vacancy, but if the number should fall below the minimum fixed, the Di .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ment [(2004) 1 CTC 340], a Division Bench of this Court held: (i) that the Directors of a company, who are due to retire at an Annual General Meeting, vacate their office on the last date on which the Annual General Meeting should have been held; and (ii) that a Director vacates his office at the latest on the date of which an Annual General Meeting could have been called as required by Section 166 and that though the defacto doctrine will save the decisions taken by Directors after they vacated .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

o far as third parties are concerned. 40. In the case of MRF Ltd. v. Manohar Parrikar [(2010) 11 SCC 374] the Court discussed the concept of indoor management. "The doctrine of indoor management is in direct contrast to the doctrine or rule of constructive notice, which is essentially a presumption operating in favour of the company against the outsider. It prevents the outsider from alleging that he did not know that the constitution of the company rendered a particular act or a particular .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

tructive notice protects the insiders of a company or corporation against dealings with the outsiders. However suspicion of irregularity has been widely recognized as an exception to the doctrine of indoor management. The protection of the doctrine is not available where the circumstances surrounding the contract are suspicious and therefore invite inquiry. This exception to the doctrine of indoor management has been subsequently adopted in many Indian cases. They are B. Anand Behari Lal v. Dins .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

he order of the Company Law Board also does not merit acceptance. CONTENTIONS 4 & 5 42. The fourth ground of attack is that valuable properties of the company were sold unnecessarily without there being any necessity. The fifth ground is that the sale transactions were fraudulent inasmuch as they were made in favour of Narayanasamy's sons for a consideration much lower than the market value. 43. But in the given circumstances, I do not think that the sale transactions had been entered in .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ted for recovery of money. The proceedings under the SARFAESI Act were also taken against Akkammal Steels Private Limited. A petition in C.P.No.70 of 2002 was filed against the company in question for winding up. By an order dated 22.3.2006, the Company Court ordered winding up. Therefore, there was a dire necessity for procuring finances. Hence, the argument that there was no necessity to sell the properties, is completely misconceived. 44. The next contention is that the sale transactions were .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

(1916) 1 AC 554], The Privy Council pointed out that men, who assume the complete control of a company's business, must remember that they are not at liberty to sacrifice the interests, which they are bound to protect and that while ostensibly acting for the company, divert in their own favour, business which should properly belong to the company they represent. The Directors cannot conceal the circumstances relating to their negotiations until a point is reached when the whole arrangement h .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ifferent considerations would apply. Since fraud is very hard to plead and to prove, the minority shareholders are entitled to plead in such cases that some benefit accrued to the Directors. The Chancery Division made an interesting observation that to put up with foolish Directors is different from putting up with Directors who are so foolish as to make profit out of the deal. 47. In so far as companies run by families are concerned, the test may have to be even more rigorous as pointed by the .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

sion. 48. Keeping in mind the fundamental principles of law as laid down in the aforesaid decisions, if we come back to the facts of the present case, it can be seen that the sale transactions in question were entered into at a time when the company was facing (i) winding up proceedings (ii) recovery proceedings before the DRT and (iii) recovery proceedings under the SARFAESI Act. In other words, the sale transactions were entered into at a time when the company was in dire financial strait. If .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

strar. 50. But, as rightly pointed out by the respondents, a Full Bench of this Court held in Sakthi & Co. Vs. Shree Desigachary [(2006) 2 CTC 433], that the guideline value contained in the basic valuation register maintained by the Revenue Department for the purpose of collecting stamp duty has no statutory base or force and that it cannot form a foundation for determining the market value of a property. 51. Therefore, the appellant cannot succeed merely by pointing out (i) that the guidel .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

the case of proven bad faith or other exceptional circumstances. 52. In the case on hand, I have found that unless the Directors had decided to sell the properties of the company, the company could not have been saved from the orders of winding up or from proceedings under the SARFAESI Act. Therefore, the first test indicated in Navjivan Mills that the sale was necessary in the interests of the company, stands satisfied in this case. 53. The appellant has not been able to establish bad faith on .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

s stated: "Directors owe no fiduciary or other duties to individual members of their company in directing and managing the company's affairs, acquiring or disposing of assets on the company's behalf, entering into transactions on its behalf, or in recommending the adoption by members of proposals made to them collectively. If the Directors mismanage the company's affairs, they incur liability to pay damages or compensation to the company or to make restitution to it, but individ .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ess undertaking and also the individual holdings of its members." Therefore, the upshot of the above discussions is that the Directors are in a position of a trust. They must confirm to the probity and their conduct should be above suspicion." 55. But in the case on hand, the Directors were actually facing an emergency to save the company from being wound up. The appellant, who was mostly out of India, does not appear to have contributed anything to save the company. In the proceedings .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ment with a Real Estate Developer, when the Memorandum and Articles of Association do not permit the company to engage in such business. 57. In support of this contention, Mr.V.Raghavachari, learned counsel for the appellant places heavy reliance upon the decision of the Supreme Court in Dr.A.Lakshmanaswami Mudaliar Vs. Life Insurance Corporation [AIR 1963 SC 1185], wherein the Supreme Court held that a company, cannot travel beyond the objects stated in the Memorandum of Association. After extr .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

d, as being naturally conducive thereto. By sub- clause (i) of cl. III of the objects clause of the Memorandum of Association, the Company is to carry on the life insurance business in all its branches. Clause (ii) authorises the Company to invest and deal with funds and assets of the Company upon such securities or investments and in such manner as may from time to time be fixed by the Articles of Association of the Company. This is in truth not an object clause, it is a clause authorising inve .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

cles of Association. By Article 93 (t) the Directors arc undoubtedly invested with authority to establish, maintain and subscribe to any institution or Society which may be for the benefit of the Company, and to "make payments towards any charitable or any benevolent object, or for any general public, general or useful object". But this is within the authority of the Directors only if the Company has the power under the Memorandum of Association to achieve the object specified, or for .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

no discernible connection between the donation and the objects of the Company. Undoubtedly the Memorandum of Association has to be read together with the Articles of Association, where the terms are ambiguous or silent. There is however no ambiguity in the relevant terms of the Memorandum of Association. Clause III of the Memorandum deals with the objects, and powers of the Company in language which is reasonably plain. The Articles may explain the Memorandum, but cannot extend its scope. Sub- .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

emote benefit which the Company may obtain by doing an act not otherwise within the object clause, will not be permitted by this extension." 58. But, I am unable to appreciate the sixth ground of attack. By entering into a joint development agreement, the company was not seeking to carry on the business of real estate promotion. All that the company was trying to do, was to handover the property to a developer. The developer was obliged under the agreement, to put up a construction at his c .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

loping them into house sites or flats and selling them to third parties. The company in this case could have put up a construction at its own cost and even sold it to third parties. If they had done so, the appellant could not have raised this point. But, the company did not have funds to put up a construction at their own cost. Therefore, they had to necessarily enter into a joint development agreement. This cannot be construed as an activity undertaken by the company beyond the scope of the ob .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

has become necessary only in view of the fact that the only and main grievance of the appellant is the sale of the property of the company. 61. In V.S.Krishnan and others v. Westfort Hi-tech Hospital Ltd., [(2008) 3 SCC 363], the Supreme Court listed out of the circumstances when oppression would be made out, as follows:- "From the above decisions, it is clear that oppression would be made out: (a) Where the conduct is harsh, burdensome and wrong. (b) Where the conduct is mala fide and is f .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ible, if the action is otherwise against probity, good conduct or is burdensome, harsh or wrong or is mala fide or for a collateral purpose, it would amount to oppression under Sections 397 and 398. (e) Once conduct is found to be oppressive under Sections 397 and 398, the discretionary power given to the Company Law Board under Section 402 to set right, remedy or put an end to such oppression is very wide. (f) As to what are facts which would give rise to or constitute oppression is basically a .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ed transactions between a company and third parties, which are no longer continuing wrongs, confines the power of the court to making an order for the purpose of putting an end to oppression or mismanagement on the part of controlling shareholders. The Court further went on to hold that the remedy provided by these Sections is of a preventive nature so as to bring to an end oppression or mismanagement on the part of controlling shareholders and not to allow its continuance to the detriment of th .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

constitute a ground for an action under section 397 of the Act. It is settled that isolated acts of the controlling shareholders cannot be used as a ground for taking action under section 397 of the Act. One of the conditions essential for seeking relief under section 397 of the Act is that there should be continued oppression over a period of time." 64. In D.Ramkishore v. Vijayavada Share Brokers Ltd. [(2008) 144 Comp.Cases 326], the Andhra Pradesh High Court held that the Company Law Boa .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

empowers this court to make such orders " as it thinks fit" but only " with a view to bringing to an end the matters complained of". The matters complained of must be proved to establish : "(a) that the company's affairs are being conducted in a manner prejudicial to public interest or in a manner oppressive to any member or members ; and (b) that to wind up the company would unfairly prejudice such member or members, but that otherwise the facts would justify the m .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

be applied in deciding what they are, and the language used in Section 397 indicates that just and equitable grounds for a winding up must not only exist, but they must be sufficiently compelling so as to " justify" a winding up order." 66. If the principles as laid down in the above decisions are applied, it will be clear that the appellant cannot successfully maintain an action for oppression and mismanagement against the respondents, merely on the strength of the sale transact .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

. 68. As seen from the order of the Company Law Board, the question of undervaluation of the properties was taken up for a detailed discussion by the Company Law Board from paragraphs 30 to 32. 69. The appellant in appeal NO.15 of 2011 placed reliance upon the guideline valuation, but I have already rejected the same while dealing with his appeal. The appellants in this appeal produced data sale deeds as Ex.R.25 series before the Company Law Board. A tabulation was also provided before the Compa .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

 

 

 

 

 



|| Home || Acts and Rules || Notifications || Circulars || Schedules || Tariff || Forms || Case Laws || Manuals ||

|| About us || Contact us || Disclaimer || Terms of Use || Privacy Policy || TMI Database || Members || Site Map ||

© Taxmanagementindia.com [A unit of MS Knowledge Processing Pvt. Ltd.] All rights reserved.

Go to Mobile Version