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Issues:
Appeal under section 10F of the Companies Act, 1956 against an order passed by the Company Law Board regarding the decision to raise capital, share allotment, and director appointment. Assessment of oppression due to non-appointment of a director. Direction to offer bids for shares to resolve impasse. Dismissal of appeals by High Court. Order to sell shares at a specified price. Management handover based on payment. Dispute over ability to clear stipulated sum. Questioning the maintainability of the appeal. Interpretation of right of appeal as per statute. Implementation of CLB order with consent of parties. Transfer of shares upon payment. Dismissal of appeal by High Court. Analysis: The judgment arises from an appeal under section 10F of the Companies Act, 1956 against an order by the Company Law Board (CLB) concerning various issues, including the decision to raise capital, share allotment, and director appointment. The CLB's order stemmed from an earlier judgment under Chapter VI of the Act, addressing concerns such as oppression due to non-appointment of a director. The CLB set aside the allotment of shares to resolve the impasse, directing both parties to offer bids for shares to determine control of the company. The High Court dismissed the appeals challenging the CLB's decision, which required selling shares at a specified price and transferring them upon payment. The appellants contested the order, questioning the respondents' ability to clear the stipulated sum before the management handover. The respondents argued the appeal's maintainability based on the finality of the CLB's earlier order upheld in appeal. The judgment highlighted the statutory nature of the right of appeal, emphasizing that it is subject to legislative control. The order in question was viewed as an implementation step of the CLB's final order, made with the consent of the parties. The High Court emphasized that consent decrees are not appealable, and erroneous findings of fact are not subject to appeal. The judgment underscored that appeals cannot be based solely on differing conclusions and that all errors are not reviewable on appeal. Ultimately, the High Court dismissed the appeal, allowing the appellants to seek CLB directions for their interests in the future. The judgment concluded that the appeal was disposed of with no order as to costs, affirming the implementation of the CLB's order and the statutory limitations on the right of appeal.
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