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TMI Blog2020 (2) TMI 194X X X X Extracts X X X X X X X X Extracts X X X X ..... o their share holding vis- -vis that of the total paid up capital of the Company as required under Section 81 of the Companies Act, 1956 (Part III). There are certain oppression and mismanagement. The relationship between the Majority Shareholders Minority Shareholders are strained. Hence, there is a need for valuation report to be done by Registered valuer and the majority shareholders are free to buy the shares of the minority shareholders or otherwise - the Balance Sheet from 2005 to 2008 reflects Reserve and Surplus is getting strengthened. However, parties have not submitted updated audited Balance Sheet, so that it can be commented upon. Appeal dismissed - decided against appellant. - Company Appeal (AT) No.343 of 2018 - - - ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Universal Heat Exchangers Limited represented by its Director Mr.Sunil Haridass. Late Mr.A.P.Madhavan was managing the affairs of the Appellant Company and on his demise in 1985, thereafter his son Mr.Mahesh Madhavan took over the management of the Company affairs. 4. The Respondents herein are residents of Singapore and Malaysia and had invested ₹ 1,40,00,000/- (Rupees one crore and forty lakhs only) in the Company in a single tranche and they were allotted, 4,00,000 equity shares of ₹ 10/- each at a premium of ₹ 25/- and the same are detailed hereunder: Sl No. Name of the shareholders Shares Allotted % of shareholding held before 2007 and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h April, 2007 and thereby it is hit by limitation and minority shareholders cannot wake up after 5 years and set at naught past and concluded transactions. The Respondents were getting financial statement and AGM notices were furnished to the shareholders year after year but they have never bothered to take up the issue to the Appellants Company or its Directors. It is also elaborately explained that 20 Lakhs shares allotted on 09.04.2007 was at ₹ 10/- per share and 5,55,555 shares allotted on 27.09.2010 was at ₹ 18/- per share (includes a premium of ₹ 8/- per share) and also submitted that a mere contravention of law may be illegal but not oppressive. . 6. The Respondents have objected to the allotment as stated su ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... - for the year ended 31.03.2011, registering a decline of ₹ 47,521/- per unit a reduction of 30 % on the average selling price when compared to the previous year. d) Similarly, total administrative expenses have gone up to ₹ 114 Lakhs, the other expenses has been shown as ₹ 51 Lakhs, which is almost 50% of the total expenses. e) In the year 2009-10 the Company has been maintaining huge Inventory of 78.28% on sales. Inventory turnover was 1.28%. So, the Respondents have mentioned multiple oppression and mismanagement issues. 7. We have carefully perused the pleadings of both the parties and extant provisions of the Companies Act, 2013/1956. 8. Both parties have cited certain judgments to substanti ..... X X X X Extracts X X X X X X X X Extracts X X X X
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