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TMI Blog2022 (8) TMI 658X X X X Extracts X X X X X X X X Extracts X X X X ..... d mismanagement also which acts took place on various dates which the Petitioner contends that it learnt of only later on. On the other hand, the Respondent has not produced proof that the Petitioners were aware of these facts at a time prior to 3 years from date of filing of the petition. It would therefore, not be proper to dismiss the petition on ground of delay or limitation - the acts of oppression and mismanagement in question are of continuing acts even on the date of filing of this petition and therefore this petition in no way can be said to be barred by limitation. Allotment of 30,000 shares of Respondent no. 1 to other respondents - HELD THAT:- The issuance and allotment of the said 30,000 shares in favour of the allottees thereof, including respondent Nos. 14, 15 and 16 was certainly a dishonest act of the Respondent Nos. 2 and 3 that resulted in not only in oppression insofar as the shareholders are concerned, but also an act of intentional mismanagement, if not a fraud in the Company itself on the company itself. It is now well entrenched in legal jurisprudence that fraud unravels everything - the explanatory note given along with the notice of 54th annual Genera ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lifted for the advantage of the Company. A This is a fit case where the corporate veil of the other Respondent Companies should be lifted. Applicability of provisions of The Monopolies and Restrictive Trade Practices Act, 1969 (MRTP, 1969) - HELD THAT:- Explanation III to Section 2(v) of the MRTP Act clearly states that For removal of any doubt, an investment company shall also be deemed to be an undertaking for the purpose of this Act. Section 3 lists out the exclusions on which the MRTP Act would not apply. A perusal of Section 3 would show that Respondent no. 1 Company is not covered under any of the exclusions. Although, Section 26 stood repealed by the MRTP (Amendment) Act, 1991, the law, as it existed at the relevant time was that any enterprise on which part 'A' of the MRTP Act was applicable, was liable to be registered under the MRTP Act - The nature of services undertaken by Respondent no. 1 and the assets of Respondent no. 1 as they existed at the relevant period would clearly show that Respondent no. 1 was liable to be registered under the MRTP Act and the provisions of the Act were applicable on Respondent no. 1. The manner in which these 30,000 share ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... No. 1 within 30 days - Issuance and allotment of 15,626 shares to Respondents no. 26 28 of Respondent no. 1 Company is declared as null and void. The holders of these shares are directed to return the shares, bonus shares and accrued dividend thereon to previous shareholders i.e. the transferors within 30 days. Petition allowed. - T. P. No. 38/KB/2021 - - - Dated:- 18-7-2022 - Mr. Rohit Kapoor , Member ( Judicial ) And Mr. Harish Chander Suri , Member ( Technical ) For the Appellant : Jishnu Saha, Joy Saha, Sr. Advs., Ishaan Saha and A.K. Awasthi, Advs For the Respondents : Abhijit Chatterjee, Sr. Adv., Anindya Basu, Tapan Nag Chowdhury, Jishnu Chowdhury, Sayani Bose, Soumyakanti Sur, Kaushik Hiran Bhadra, Supriya Ranjan Saha and Priyanka Das, Advs ORDER Per Harish Chander Suri , Member ( Technical ) 1. The Court is convened via hybrid mode today. 2. The present case is a result of a long-drawn litigation spanning over a period of 32 years. As would be seen from the facts, this case has a checkered history consisting of multiple runs of litigations before various for a and has been heard at length on 08.06.2022, 09.06.2022, 13.06.2022, 14.06.2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ealt in the subsequent paragraphs of this Order. 8. On 25.11.1987 a notice of 54th Annual General Meeting of Respondent No. 1 was issued, inter alia to consider a special resolution to issue 30,000 equity shares for cash at par by private placement. Pertinently an explanatory statement as required by Section 173 (2) of the Companies Act, 1956 was also annexed to this notice. The Explanatory statement with regard to placement of 30,000 equity shares is extracted herein below: The members are aware that the present paid up capital of the company is Rs. 73,61,200/- consisting of 73,612 equity shares of Rs. 100/- each, fully paid up. Your Board considered it necessary to increase the capital base of the company and therefore decided in its meeting held on 30.10.1987 to issue, subject to your approval, 30,000 equity shares of Rs. 100/- each for cash at par, by Private placement to such persons as the board may deems fit irrespective of whether such person is a member of the company or not. In accordance with Section 81 of the Companies Act, 1956 the proposed issue can be made only with the consent of the members by a special resolution passed in a general meeting of the company. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... M/s. Bichitra Holdings (P) Ltd. 8350 17 Mr. Jayanto Roy (Minor) 1050 18 Mrs. Debashree Roy (Minor) 1050 19 Mr. Amit Kr. Sen 2700 2 Mr. Sunil Kanti Roy 1050 20 Mr. Gobindo Das Bandopadhyay 2700 21 Smt. Monika Ganguli 100 22 Smt. Sumitra Banerjee 150 23 Mr. Durga Das Mukherjee 200 24 Mr. Samir Banerjee 150 30000 15. It is the Petitioner's case that these 30,000 equity shares have been allotted to the friends, relatives and nominees of Respondent Nos. 2 and 3. The Petitioner contends that 20,850 shares were allotted to Respon ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ossible to countenance such a situation. In view of the aforesaid, by consent, it is directed that the papers of this matter be transmitted to the NCLT, Calcutta by the Registry of the High Court of Calcutta within a period of one week of the receipt of the Order. Thereafter, the matter should be placed before the NCLT, Calcutta to be decided in the accordance with law. The matter be so placed within one week of it being transferred and the Tribunal will endeavor to treat this matter on priority on the basis of its seniority i.e. unless there is any matter older than three decades, this matter will be given priority over other matters on the basis of the period for which it has remained pending and learned counsel for both the parties have agreed before this court to fully cooperate so that the matter can be considered on day to day basis by the Tribunal. The transfer petition is closed with the aforesaid directions. A copy of the order be transmitted to the Registrar, Calcutta High Court and to the Registrar, NCLT, Calcutta. Pending applications stand disposed of . 19. After receipt of the aforesaid directions from the Hon'ble Supreme Court, this b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the floor. Hence, BDPL would be entitled to be transposed and/or substituted in place of Chatterjees in the proceeding. 21. In the said Company Petition the Original Petitioners sought various reliefs inter alia:- (a) The Board of Directors of the Company and its subsidiaries the Respondent No. 1, 10, 11, 12 and 13 be superseded; (b) A special officer and/or administrator to be appointed to take charge of the business and affairs of the company and its subsidiaries being Respondent No. 1, 10, 11, 12 and 13 along with its books, papers and documents and to run and manage the same. (c) A Scheme of Management of the company and its subsidiaries being respondent Nos. 1, 10, 11, 12 and 13 be framed by this Hon'ble Court. (d) A Declaration that the purported Resolution under Section 81(1A) of the Companies Act, 1956 purportedly passed in the Annual General Meeting held on 30th September, 1987 for issuing 30,000 Equity shares, the purported Board Resolution dated 28th April, 1988 issuing and allotting 30,000 Equity Shares, the purported Board Resolution dated 28th April, 1988 issuing and allotting 30,000 equity shares of Rs. 100/- each of the respondent Nos. 2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n'ble Supreme Court. Vide order dated 24.11.2003, a Division Bench of Hon'ble Calcutta High Court dismissed the appeals preferred by the Petitioner herein on the ground that the main proceedings under Section 397/398 of the Companies Act, 1956 stood withdrawn by the orders dated 16.11.1993 and 18.11.1993 and therefore, there was nothing left in the matter. 27. Bhagwati Developers Pvt. Ltd. preferred an SLP against the order dated 24.11.2003. Vide order dated 04.04.2013 the Hon'ble Supreme Court set aside the order of the Division Bench of the Hon'ble Calcutta High Court and remanded the matter back to Hon'ble High Court to hear the appeal preferred by Bhagwati Developers Pvt. Ltd. 29. On 10.06.2013, Hon'ble Calcutta High Court in A.P.O. No. 346 of 1996 and A.P.O. No. 347 of 1996 passed a detailed judgment after hearing both the parties holding that the Petitioner herein was entitled to be transposed and/or substituted in the original proceedings as Petitioners. It is pertinent to note that the matter was directed to be heard on merits. 30. In around September, 2021 the Petitioner filed a Transfer Petition bearing Transfer Petition (Civil) No. 1200/2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... be prejudicially affected. (vii) In the Affidavit in Opposition filed by the Respondents to CP No. 222 of 1991, the Respondents also contended that the authorization given by the Petitioner herein and Mr. Gaggar in favour of the Original Petitioners was not valid and therefore, the Original Petitioners did not have the required percentage of shares to file a Petition for Oppression and Mismanagement. This aspect has been elaborately dealt with by the Hon'ble High Court of Calcutta in the judgment dated 10.06.2013 in A.P.O. No. 346 of 1996 and A.P.O. No. 347 of 1996. SUBMISSIONS MADE BY THE PARTIES AND ANALYSIS 33. The Respondents have raised a preliminary objection of limitation and therefore it is imperative to deal with this issue at the first instance. 34. Respondents' case is that the Petition is barred by limitation in so far as it relates to transactions and/or events which took place prior to 3 years preceding May 30, 1991, i.e. the date on which the present petition was filed. It is Respondents' contention that the primary challenge of the Petitioner is against the action of allocation of 30,000 equity shares which took place on 28.04.1988, th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... facts as in every case the starting point of limitation has to be ascertained which is entirely a question of fact. A plea of limitation is a mixed question of law and fact. The question whether the words barred by law occurring in Order 7 Rule 11(d) CPC would also include the ground that it is barred by law of limitation has been recently considered by a two-Judge Bench of this Court to which one of us was a member (Ashok Bhan, J.) in Balasaria Construction (P) Ltd. v. Hanuman Seva Trust [ (2006) 5 SCC 658, below] it was held: (SCC p. 661, para 8) '8. After hearing counsel for the parties, going through the plaint, application under Order 7 Rule 11(d) CPC and the judgments of the trial court and the High Court, we are of the opinion that the present suit could not be dismissed as barred by limitation without proper pleadings, framing of an issue of limitation and taking of evidence. Question of limitation is a mixed question of law and fact. Ex facie in the present case on the reading of the plaint it cannot be held that the suit is barred by time.' This principle would be equally applicable to a company petition. Therefore, unless it becomes apparent from the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t the preliminary objection of the petition being barred by limitation. THE ISSUE OF ALLOTMENT OF 30,000 SHARES OF RESPONDENT NO. 1 TO OTHER RESPONDENTS 37. It is the Petitioner's contention that in the year 1988 the Respondent No. 2 had issued and allotted 30,000 shares of Respondent No. 1 Company to himself and his close associates to obtain control more than 50% shares in Respondent No. 1 company. The Petitioner has challenged the allotment on the following grounds: (a) The explanatory note given under Section 173(2) of the Companies Act along with the notice dt. 25.11.1987 was a tricky one and failed to disclose the real purpose behind the proposed issuance and allotment of 30,000 shares. In response to this allegation the Respondents have contended that the Petitioner was well aware about issuance of these shares since the notice dated 25.11.1987 was also sent to the Petitioners. Therefore, the Petitioner had in a way given a consent to such allocations. Secondly, the Respondents further submitted that there is no requirement in law to give detailed reason in the notice or in the explanatory statement in respect of a particular business to be transacted at ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that period. The bank balance in the current Account of the Respondent No. 1 Company as on 31.03.1988 was Rs. 9.22 Crores. The Respondent has rebutted these contentions by arguing that the bulk of these funds were certificate holders' money which the company was ultimately required to repay. It is stated by the Respondent that at the time when those 30,000 shares were issued, the company was merely complying with RBI directions in its totality. (d) In their next contention, the Petitioner has also raised serious allegations as to the intent of the Respondents behind issuance of these 30,000 shares. It is Petitioner's case that the Respondent Nos. 14 to 16 (which were allocated 20,850 shares out of the said 30,000 shares) were private companies owned and controlled by Respondent No. 2 and 3. Furthermore, the Petitioner has also contended that the other allottees of these 30,000 shares were either friends or relatives or companies controlled by Respondent No. 2. It is the Petitioner's case that the allotment of shares was only done so that Shri S.K. Roy and Shri P.C. Sen could assume majority control of the Company. To support this argument the Petitioner stated tha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... est), if any, therein, of every director, and the manager, if any....... 38. A perusal of Section 173 (2) makes it clear that the same is mandatory in nature. The objective of enacting Section 173 was to secure that all facts which have bearing on question on which shareholders have to form their judgment are brought to the notice of the shareholders so that the shareholders can exercise their option in an intelligent manner. It has been held in various judicial pronouncements that where neither the notice nor the explanatory note discloses material facts pertaining to a resolution, the resolution would be invalid and ineffective. 39. This view has been supported in the matter of Laljibhai C. Kapadia Vs. Lalji B. Desai (1973) 43 Comp Cases 17, wherein it was held that the averments in the proceedings challenging the notice should be sufficient to cover a plea that the explanatory statement appended to the notice of the meeting about the special business is insufficient or misleading. 40. In the matter of Life Insurance Corporation of India Vs. Escorts Ltd. And Ors. AIR 1986 SC 1370 a Constitutional Bench of the Hon'ble Supreme Court of India had observed, 100....... ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... even exist on the date on which the resolution was passed. They were all incorporated much later on the same day i.e. 11.04.1988 i.e. a few days before the actual allotment. 44. In our opinion, the explanatory note is neither here nor there. It only mentions that the Board considered it necessary to increase the capital base of the Company. However, the reason for the need to raise the capital base was not given. The reasons mentioned in the Affidavit for raising the capital base finds no mention in the explanatory statement. There is nothing in the resolution passed on 30.12.1987 which would throw any further light on the reasons for the allotment. If the full facts had been disclosed in the explanatory statement, a shareholder would have been better informed to take a proper decision by casting his vote. Even if he/she were a minority shareholder and it would not have made a difference to the outcome as the non disclosure itself would vitiate the notice and would entitle the shareholder to contest the allotment as an act of oppression. It is settled law that an act of majority which is oppressive can be challenged by the minority shareholders. Therefore, the Respondent's ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l at the relevant time, and had just been incorporated. For the aforesaid reasons we have no hesitation in concluding that material facts and information were deliberately suppressed in the expressly statement with the object of misleading shareholders. Apart from suppression of material facts, we are also of the opinion that deliberate false and misleading representations were made in the explanatory statement, which amounts to a grave representation to the shareholders. 47. The contention that the petitioner was aware of the decision to allot shares by private placement and consequently cannot challenge the same also does not impress us. It is relevant to note in this regard that as on the date of the general meeting when the decision to allot the said 30,000 shares by private placement was taken, there was no disclosure made to the effect that the shares would ultimately be allotted to entities not in existence, entities that had insignificant paid up capital and no reputation whatsoever, and which in fact where entities owned and/or controlled by the respondent Nos. 2 and 3. There was also no discovery of the fact that the shares were far more valuable than the price at whic ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... signs of Respondents no. 2 3, they are within their rights to challenge the allotment. We are of the opinion that the explanatory note given along with the notice of 54th annual General Meeting was not a proper one and was violative of Section 173(2) of the Companies Act, 1956. 50. In the circumstances as enumerated hereinabove, the question of service of notice pales into insignificance. However, even if we accept that notice of the general meeting was duly served, the same cannot absolve the respondents of their fraudulent acts in the matter of issuance and allotment of the said 30,000 shares by private placement to respondent Nos. 2 and 3 and/or their family members or companies at a fraction of the original value of such shares. There was clearly no notice of such an intent that was ever served or any of the shareholders of the company, and consequently there is no question of the petitioner being estopped from challenging the issuance and allotment of the same. The respondents have failed to explain as to why even after some of the respondents proceeded to purchase shares of respondent No. 1 company at more than five times the face value of the shares, they still proce ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... reholders who have right to know the reasons for issuance of additional equity shares and for the consequent change in the shareholding structure of Respondent No. 1. It ought to have been disclosed that allotments would be made to persons who may have nexus with Respondents no. 2 3. 55. There is one more aspect to be seen here. We have held in the latter part of this Order that the money of the Company itself was used for purchase of its shares by the Respondent allottees in violation of the law as applicable then. Thus, there are serious infirmities in the allotment which could not have been noticed in absence of material facts being disclosed in the explanatory statement. 56. On the issue of nexus between the allottees of these 30,000 shares for benefit for Respondent No. 2 and 3 and the relationship between them, we are inclined to accept the Petitioner's contentions for the following reasons:- The authorized share capital and paid up share capital of all Respondents no. 14 to 16 Companies - allottees are same. These facts have not contested by the Respondents. With respect to the contention of the Petitioner on nexus between Respondents no. 2 3 and t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the MRTP Act. To counter this averment, Respondent no. 2, in paragraph 49 of the Counter Affidavit has stated that neither the assets of Respondent no. 1 company, nor any of the subsidiaries exceed even Rs. 10 crores. Furthermore, the Respondents also state that the Company does not fall within the definition of 'undertaking' and that the services, if any, rendered by the company is done free of charge and therefore, cannot be said to be service within the meaning of MRTP Act. It is further stated that the MRTP Authorities had issued a notice dated 11.08.1988 to Respondent no. 1 to show as to why it should not be registered under MRTP Act, 1969. The Respondent contends that it had replied to the said notice and they did not hear thereafter from the Authority. 58. On the issue of applicability of MRTP Act on Respondent no. 1 Company, it is to be noted that Explanation III to Section 2(v) of the MRTP Act clearly states that For removal of any doubt, an investment company shall also be deemed to be an undertaking for the purpose of this Act. Section 3 lists out the exclusions on which the MRTP Act would not apply. A perusal of Section 3 would show that Respondent no. 1 Com ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gs Pvt. Ltd. (Petitioner has relied on extracts from the financial statement of Respondent no. 16 which contains the shareholding statement, abridged balance sheet etc.). It is Petitioner's contention that both Respondent no. 31 as well as Vanshree Holding Pvt. Ltd. had taken inter corporate loans from Respondent no. 1 Company and therefore, in essence, Respondent no. 16 had used the funds of Respondent no. 1 Company to subscribe to 8,350 equity shares of Respondent no. 1. The Petitioner contends that similar modus operandi was followed by Respondent nos. 14 and 15. According to Petitioner, Respondent no. 14's balance sheet as on 31st March 1989 shows that Respondent no. 14 had obtained unsecured loan of Rs. 9,50,000/- from Respondent no. 26 to 32. The said Respondents no. 26 to 32 had in fact taken a loan from Respondent no. 1 Company and therefore, the monies used by Respondent no. 14 to subscribe to Respondent no. 1 Company's shares were in fact of Respondent no. 1 itself. With respect to Respondent no. 15, the Petitioner has relied on the shareholding statement of Respondent no. 15 to show that Respondent no. 2 was a Director in Respondent no. 15 as well. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e litigation and that he is a disgruntled ex-director of Respondent no. 1, we would respectfully like to observe that the pivotal question before this Tribunal is to ascertain whether there was any illegality in allotment of shares. The issue as to whether Mr. Lodha is the alter ego of the Petitioner may not be relevant. THE DISPUTES QUA PURCHASE OF 15,626 SHARES OF PARASMAL LODHA AND OTHERS BY THE RESPONDENTS. 63. The Petitioners have also challenged the legality of purchase of 15,626 shares made by Respondent Nos. 26 and 28 from Mr. Parasmal Lodha, and other shareholders of Respondent no. 1 Company. 64. As per Petitioner, on 16.03.1988, Respondent no. 26 purchased 10,915 shares of Respondent no. 1 Company from Mr. Parasmal Lodha and the present petitioner and 4,711 shares from other shareholders, totaling to 15626 shares. 65. The Original Petitioners challenged the said transaction on the following grounds: The transaction is hit by Section 77 of the Companies Act, 1956. It is Petitioner's case that Respondent Nos. 2 and 3 in the year 1988 caused Respondent No. 1 company to make a fixed deposit of Rs. 1 Crore with Standard Chartered Bank Ltd., N.S. Road, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 3.1988. 66. To counter the allegations made by the Petitioner, Respondent no. 2 in its Counter Affidavit has argued: Respondent no. 1 had made fixed deposits for a total sum of Rs. 50,33,033/- in May 1988 and another FD of Rs. 50,00,000/- on 08th February 1989 with Standard Charted Bank, and the same were made in usual course of business. On 07.03.89, the Board of Directors of Respondent no. 1 decided that an overdraft of maximum Rs. 75 lacs can be taken by the Company against the deposit of Rs. 1 crore. On 28.03.89, Respondent no. 1 wrote a letter to the Bank asking for sanctioning of overdraft facility against the fixed deposit made by Respondent no. 1 Company. The said overdraft facility was approved and the same was extended from time to time. By mentioning the aforementioned fact, the Respondents have taken a plea that the pledge of fixed deposits was made in March 1989, which was much after the sale of shares by Petitioner herein. Respondent no. 2 has further averred that a loan of Rs. 25 lacs was advanced by him to Respondent no. 26 on 02.05.1988, but the same had no nexus with Mr. Parasmal Lodha's shares. Additionally, Respondent no. 2 has also averred ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ent petitioner leads us to believe that the transactions were not independent of each other. We find that there are several such transactions which seem to be closely linked. Only full disclosure of sources of funds of various Respondents for purchase of shares in question could have put an end to this. The Respondents have, however, been miserly in this regard and have not produced the entire facts and material. It does not seem that the transactions were independent of one another. They seem to be falling foul of the provisions of Section 77 of the Companies Act, 1956. We thus, have no other option but to hold that these transactions were barred under Section 77 of the Companies Act, 1956. i. A reading of Section 77 would show that no public or private company can give directly or indirectly or by means of a loan or guarantee any financial assistance for the purpose of or in connection with a purchase or subscription of any shares in a company or its holding company. The objective of the said restriction was to prevent trafficking of shares . In the present case, the purchase of shares by Respondent no. 26 and the direct monetary assistance provided by Respondent no. 2 clear ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the whole transaction were given on 19.04.1988. However, it is an undisputed fact that part payment for the transaction was done much later, i.e., on 02.05.1988. In this regard, Section 2(i) of the SCRA provides for definition of 'Spot Contract'. As per the said definition, in such contracts, the delivery as well as the payment of the securities have to be on same day or the next day. The facts of the case would show that the parties agreed that the transaction would be a 'spot delivery contract' for the reason that Mr. Parasmal Lodha and the Petitioner delivered the share certificates on the very same day. Had it been not the case of spot contract, Mr. Lodha and the Petitioner would also not have transferred the share certificates before receiving the payments in full. Therefore, we are of the opinion that by not making full payment on the same day, the transaction by way of which the Respondent no. 26 has acquired the shares of Mr. Parasmal Lodha and of the Petitioner is hit by provisions of Securities Contract (Regulation) Act. Reference in this regard was made by the petitioner to the decision of the Hon'ble Supreme Court in the case of Bhagwati Developers ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... i), it was held that where bonus and equity shares were issued against revaluation reserve account which was against the articles of the company and the manner of issue also had the effect of reducing the petitioners to minority position, the allotment was invalid. 74. In the matter of Needle Industries (India) Ltd. vs. Needle Industries Newwy (India) Holdings Ltd., AIR 1981 SC 1298, the Hon'ble Supreme Court observed, The true position is that an isolated act, which is contrary to law, may not necessarily and by itself support the inference that the law was violated with a mala fide intention or that such violation was burdensome, harsh and wrongful. But a series of illegal acts following upon one another can, in the context, lead justifiably to the conclusion that they are a part of the same transaction, of which the object is to cause or commit the oppression of persons against whom those acts are directed. 75. In the present case, it is amply clear that there have been a series of with ulterior motives with a view to confer undue benefit to the beneficiaries of the allotment of share which was against the interest of the Company and which has prejudicially affected ..... X X X X Extracts X X X X X X X X Extracts X X X X
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