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Issues Involved:
1. Whether the series of actions of GE & Bechtel after 2nd May 2002 amount to oppression. 2. Whether the board meeting held on 4th June 2002 was illegal. 3. Whether the Annual General Meeting (AGM) held on 9-9-2002 suffered from illegalities. 4. Whether the nomination of respondent Nos. 6 to 9 on the board of the company was illegal. 5. Whether these illegalities constitute oppression within the meaning of section 397 of the Companies Act. 6. Whether the petitioner approached the Company Law Board with collateral motive. Summary: Issue 1: Series of Actions by GE & Bechtel as Oppression The petitioner alleged that GE & Bechtel's actions post-2nd May 2002 were aimed at dominating and controlling the board of directors of the company for their own private purposes, constituting oppression. The court found that the actions of GE & Bechtel, including the appointment of Mr. Peter Freeman as a director to complete the quorum, were intended to protect the company's interests and not for selfish purposes. The court held that these actions did not amount to oppression. Issue 2: Legality of the Board Meeting on 4th June 2002 (a) Violation of Regulation 75 of Table A: The court held that Regulation 75 allows continuing directors to act to increase the number of directors to that fixed for the quorum. Once the quorum is established, the continuing directors may act without restriction. Thus, the board meeting on 4th June 2002 was not in violation of Regulation 75. (b) Violation of Section 286 of the Companies Act and Article 10.7: The court found no specific pleading that either of the two directors was not given notice. Moreover, the meeting took place outside India, and Section 286 requires notice to be given to directors in India. Article 10.7 allows waiver of notice, and the court held that the meeting was not in violation of Section 286 or Article 10.7. (c) Absence of Written Agenda: The court held that the provision in Article 10.7 requiring an agenda is directory, not mandatory. The board can discuss matters even if not on the agenda. Thus, the absence of a written agenda did not invalidate the meeting. (d) Appointment of Mr. Peter Freeman: The court held that the appointment of Mr. Peter Freeman as an additional director was valid under Regulation 72 of Table A read with Section 260 of the Companies Act. His appointment was not invalid. Issue 3: Illegalities in the AGM on 9-9-2002 (a) Exclusion of Two Directors of the Petitioner: The court held that under Article 10.2, the petitioner, with only 4.15% fractional voting power, could not claim the right to nominate a candidate. The opposition to the petitioner's resolution to nominate two directors was not an act of oppression. (b) Election of Mr. Peter Freeman: The court held that the election of Mr. Peter Freeman at the AGM was valid under Article 10.13. The Articles of Association do not prescribe any qualification for the director, and his election was not illegal. Issue 4: Nomination of Respondent Nos. 6 to 9 The court held that the nomination of four persons as shareholder directors to represent EMC by the letter dated 8th October 2002 was not an act of oppression. The nomination did not make them directors ipso facto; they had to be elected at the general meeting. Issue 5: Whether Illegalities Constitute Oppression Since the court found no illegalities in the actions of the respondents, this issue did not require further discussion. Issue 6: Collateral Motive The court overruled the objection that the petition was filed with a collateral motive, agreeing with the Company Law Board's observation that the petition was not filed for an improper motive. Conclusion: The petitioner failed to establish that the company's affairs were being conducted in a manner oppressive to the petitioner. The appeal was dismissed, and the impugned order of the Company Judge was upheld.
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