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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 ..... ata 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. The Company Petition was preferred by the Appellant under Section 397, 398, 399, 111A, 402 and 406 of the Companies Act, 1956 alleging wrongful acts and conduct of 'oppression and mismanagement' by 2nd to 7th Respondents to the petition who are also Respondents herein. The application was heard and by impugned order dated 7th April 2017 the Tribunal held as follows: - " Therefore, omission to give notice of meeting was held to be oppression. Not sending notices to the shareholders/directors and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... esolutions 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 the alleged notice for the meeting that was held on 18th February 2010 was stated to have been sent by the company on the same day from Ranchi which was the date of the board meeting on 18th February 2010, another board meeting according to the Respondents was held at Kolkata on 19th February 2010, notice of which was sent on the same date 19th February 2010 to the shareholders of the company. Therefore, issue nos. 1 and 2 are conclusively decided in affirmative in favour of the Petition." 3. Ho ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 Understanding dated 29.9.2009. After filing of the petition under Section 397 and 398 by the Appellant, the said 3rd party tried to intervene in the application which was rejected by the Tribunal. Later on part payment was made which was adjusted against the outstanding loan which 'Libra' had agreed to repay. But later on it decided by the Appellant not to sell such shares to the 3rd party and to retain the same. 5. After filing of the Company Petition the said 3rd party 'Libra' filed an application for impleading it ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n 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 observation made therein which is as follows: - "25. On the question of relief, the Court observed: A majority shareholder should not ordinarily be directed to sell his shares to the minority group of shareholders, if per chance through fortuitous circumstances or otherwise, the minority group of shareholders comes into power and management of the company. The majority shareholders by virtue of their majority will usually be in a position to redress all wrongs done and to undo the mischief done by the minority group of ..... X X X X Extracts X X X X X X X X Extracts X X X X
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