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16. That apart, it is submitted, the case before the Company Law Board in C.P.No.23 of 2003 was predicated primarily on the ground of alleged oppression and mis-managment by the appellants in C.M.A.No.4108 & 4109 of 2005 and that the Company Law Board has not found these appellants guilty of any oppression and mismanagement of the respondents (the petitioners in C.P.No.23 of 2003). Yet the Company Law Board has passed the Impugned Order by asking the appellant in C.M.A.No.4110 of 2005 viz., M/s.Prasad Media Corporation Limited to answer to the charges.

19. Mr.Satish Parasaran, learned Senior Counsel for the appellants in C.M.A.No. 4108 of 2005 & C.M.A.No.4109 of 2005 submits that the order passed by the Company Law Board is unsustainable and is therefore, liable to be interfered with. Hence, it is submitted that the Impugned Order is liable to be set aside.

20. The learned Senior Counsel for the appellants in C.M.A.No.4108 of 2005 and C.M.A.No.4109 of 2005 submits that no case was made out for oppression and mismanagement on account of allotment of shares to __________ https://www.mhc.tn.gov.in/judis  C.M.A.Nos.4108, 4109 and 4110 of 2005 Mr.A.Ramesh, the 2nd Appellant C.M.A.No. 4108 of 2005 and C.M.A.No.4109 of 2005 under the rights issues, yet the Company Law board has ordered as above.

69. Question of asking the appellants in the other two Civil Miscellaneous Appeals as also the appellant herein to answer to the allegations made against the respective appellants cannot be countenanced.

70. It is submitted that the Company Law Board having come to a conclusion that there was no oppression by the respondents in C.P.No.23 of 2003 [the appellant in C.M.A.Nos.4108 and 4109 of 2005] before the Company Law Board, question of the appellants herein being called upon to answer to the charges cannot be countenanced.

__________ https://www.mhc.tn.gov.in/judis  C.M.A.Nos.4108, 4109 and 4110 of 2005

125. If further shares were issued to create a new majority or to convert a majority into a minority, or, such issue is made in a closely held company to the detriment of a part of the shareholders, then such further issue of shares could be considered to be an act of oppression. This is what was held in Deepak C.Shriram Vs. General Sales Limited – (2001) 4 Comp LJ 450. The Company Law Board in Stridewell Leathers (P) Ltd. Vs. Shoe Specialities (P) Ltd. - (1996) 1 Comp LJ 426 had set aside the allotment of further shares since such allotment was found to be oppressive of the petitioners. In S.T.Ganapathy Mudaliar Vs. S.G.Pandurangam, (1999) 1 Comp LJ 350, the Company Law Board had cancelled the allotment of additional shares in a family company made exclusively in favour of one group, though such allotment was found to be legal and valid, but oppressive to the other group of family members.