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TMI Blog2015 (3) TMI 623X X X X Extracts X X X X X X X X Extracts X X X X ..... granted in the order dated 3rd July, 1996 is not unknown in law but an exceptional case ought to have been made out for granting such relief. In the instant case too the MPJ Group which was in management was to purchase the shares of the BPJ Group as will appear from the decree dated 18th September, 1998, and there was no scope for exercise of option by the BPJ Group. This will be evident from the modified decree itself which mandates sale of the shares by the BPJ Group to the MPJ Group by user of the phrase “shall sell”. It was on the basis of the aforesaid that the appeal of MPJ Group was allowed. By virtue of the aforesaid the requirement of exercise of option was rendered otiose. The aforesaid will, therefore, entitle the decree-holder to execute the decree dated 18th September, 1998, accordingly, there will be an order in terms of prayer (g) of Column 10 of the Tabular Statement, after advertisement in leading newspapers for which purpose Ms. Ipsita Banerjee Advocate is appointed Special Officer at an initial remuneration of 300 Gms. Let such advertisement be published within six weeks from the date of receipt of the order. The sale will be subject to confirmation by th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... accepted by the MPJ Group that the direction for sale of shares held by BPJ Group to them as directed by the decree dated 18 th September, 1998 is correct, as it was the majority shareholder and could never have been ousted. It was also pleaded that the decree dated 18 th September, 1998 was in its favour. The directions contained in the order dated 18th September, 1998 upon the MPJ Group to purchase the shares was well understood by the MPJ Group as the BPJ Group was never called upon to exercise its option to purchase by the MPJ Group. The valuation process was never sought to be expedited and no challenge to the valuation report evidences the desire of the MPJ Group to buy out the BPJ Group. Reliance is placed on 2001 (6) SCC 534 for the proposition that an executing Court cannot go behind the decree. As held in AIR 2003 SC 3789, in the event, the decree is not a nullity the same must be carried out. For all the said reasons, orders be passed on this execution application. Counsel for the MPJ Group while opposing the said application submits that the Division Bench by order dated 18th September, 1998 modified the earlier decree. Although the decree was modified the parties ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 1st option to purchase the shares of the MPJ Group as the MPJ Group was the majority share-holder. The relevant grounds are set-out below :- i) For that the learned Judge erred by giving the first option to the respondent Nos.1 to 3 and/or their nominees to purchase the shares standing in the name of the appellant No.1 in his individual capacity and as karta of his Hindu Undivided Family as well as the shares standing in the name of wife of the appellant No.2 as well as the share standing in the name of Phool Holdings Limited and Arkay Mercantile Limited in the respondent No.4. ii) For that the Learned Judge failed to appreciate that admittedly the appellants are the majority shareholders of the respondent No.4. iii) For that the Learned Judge failed to appreciate that it is well settled that the oppressor should be directed to buy out the oppressed. In appeal the decree dated 3rd June, 1996 was modified by directing the MPJ Group to exercise option and purchase the shares. An SLP was filed by the BPJ Group. Before the Supreme Court of India an affidavit was filed by the MPJ Group wherein the MPJ Group has sought for upholding the modified decree dated 18th September ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the shares of the minority and although the relief granted in the order dated 3rd July, 1996 is not unknown in law but an exceptional case ought to have been made out for granting such relief. Therefore, in the light of the discussions contained in the said judgment the order dated 18th September, 1998 was passed and it cannot be contended by the MPJ Group that the default clause exists. The letter of 1st July, 2008 from the MPJ Group is nothing but an attempt to act contrary to its stand before the Appeal Court and recorded in the order dated 18th September, 1998. The said decree was passed in proceedings filed under Section 397 and 398 of the Companies Act, 1956. The said proceedings are filed to remove the deadlock which has occurred in the management of the company and it is always the majority share-holders who buys the shares of the minority share-holders. This is directed as the majority share-holders are in control and management of the company and it is against them that oppression and mismanagement is alleged. In the instant case too the MPJ Group which was in management was to purchase the shares of the BPJ Group as will appear from the decree dated 18th September, 19 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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