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TMI Blog2017 (11) TMI 1237X X X X Extracts X X X X X X X X Extracts X X X X ..... No. 162 of 2017 - - - Dated:- 11-8-2017 - Mr. Balvinder Singh And Mr. S.J. Mukhopadhaya, JJ. For The Appellant : Shri Abhijeet Sinha, Shri Arijit Mazumdar, Shri Akshay Chandan and Shri Krishnu Ray, Advocates For The Respondent : Shri Prateek Khanna, Advocate JUDGEMENT SUDHANSU JYOTI MUKHOPADHAYA, J. This appeal has been preferred by Appellant Adbhut Vincom Private Limited against part of the order dated 7th April 2017 passed by the National Company Law Tribunal (Kolkata Bench) (hereinafter referred to as Tribunal), whereby and whereunder the Company Petition preferred by the Appellant has been allowed but the Ld. Tribunal while allowing the same directed to sell their shares to a 3rd party Libra . 2. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Petitioner failed to attend any of the meetings. Moreover, since the Petitioner, until the share capital was increased, was the holder of 49% shareholding in the company, no special resolutions could have been passed without his participation and vote on the same. Therefore, in the light of the contentions, it is concluded that there is a clear case of oppression against the Petitioner. The meetings that were convened by the Board of Directors have not been properly notified to the Petitioner and resolutions therein were passed in absence of the vote of the Petitioner thereby constituting statutory violation. Also notices that were alleged served by the Respondents onto the Petitioner was not proper. The reason for the same being that ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e R1 company. The Memorandum of Understanding between Libra and the Petitioner will be binding on the parties. The Petitioner is hereby directed to execute the necessary share transfer forms in favour of Libra Retailer Private Limited as per the Memorandum of Understanding. Libra is therefore directed to pay the balance amount due as per the Memorandum of Understanding after deducting the amount already paid to the Petitioner by Libra pursuant to the Memorandum of Understanding. Parties are directed to adhere to all other terms as agreed to in the Memorandum of Understanding strictly. 4. Ld. Counsel for the Appellant submitted that initially the Appellant intended to sell its share to a 3rd party Libra by Memorandum of Underst ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... en undertaken by the 2nd and 3rd Respondents in collusion with the Appellant, also alleged wrongful act on the part of the Appellant and other by holding Annual General Meeting of the company on 30th December 2016. However, such alleged act on the part of one or other party cannot be taken into consideration in this case, as the Respondent No.2 and 3 have not raised such question and not challenged the impugned order. 8. Similar question came for consideration before the Hon ble Supreme Court in Dale Carrington Invt. (P) Limited Anr v. P.K. Prathapan Ors (2005) 1 SCC 212. In the said case the Hon ble Supreme Court cited its earlier decision in Tea Brokers (P) Ltd. v. Hemendra Prosad Barooah (1998) 5 Comp LJ 463 and the obse ..... X X X X Extracts X X X X X X X X Extracts X X X X
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