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2013 (12) TMI 1691 - Board - Companies Law
Issues Involved:
1. Validity of the impugned resolution dated 28/09/2013. 2. Maintainability of the petition. Summary: Issue 1: Validity of the Impugned Resolution The petitioner challenged the resolution passed in the EOGM on 28/09/2013 on grounds of malafide intentions and inadequate explanatory statements u/s 173 read with Section 293 of the Companies Act, 1956. The petitioner argued that the decision to sell the unit was based on wrongful motives and lacked detailed particulars, constituting oppression and mismanagement. The respondents contended that the decision was a commercial judgment made by the majority shareholders and should not be interfered with by the court. The court held that the explanatory statement did not meet the requirements of Section 173(2) as it lacked material details such as the name of the buyer and sale consideration. However, the court found no evidence of malafide intentions or continuous oppression. The court directed that once a buyer is identified, another EOGM should be held with detailed information provided to shareholders, and the petitioner should be given an opportunity to present a better offer. Issue 2: Maintainability of the Petition The respondents challenged the maintainability of the petition on the grounds that the petitioner failed to justify winding up the company under the just and equitable clause and alleged suppression of material facts. The court rejected these objections, stating that the denial of statutory rights to a shareholder could justify a winding-up order. The court found no evidence of suppression of material facts by the petitioner. Order: 1. Reliefs sought for setting aside the impugned resolutions were declined. 2. The Board of Directors must serve another notice with detailed information about the proposed sale once a buyer is identified. 3. The petitioner should be given 15 days to present a better offer, which the Board must consider and record reasons for acceptance or rejection. 4. The petition was disposed of with the above directions, and the interim order was vacated. No order as to costs.
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