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Showing contexts for: Oppressor in Yashovardhan Saboo vs Groz-Beckert Saboo Ltd. And Ors. on 22 October, 1992Matching Fragments
73. We have carefully considered the arguments in relation to the type of the relief that could be granted by this Bench. No doubt, we have come to the conclusion that the petitioner has not been able to establish a case of oppression. At the same time, we are aware that a time has come when the relationship of the two parties has reached a stage where reconciliation is difficult. Shri Mookherjee has also drawn our attention to the decision of the Supreme Court in Needle Industries' case [1981] 51 Comp Cas 743 in which it was held that even if the case of oppression is not established, the Bench has got power to give relief to do substantial justice between the parties. Shri Chagla has also conceded this point that a stage has come in the relationship between two parties that there is no alternative but to sever the relationship; Apart from this assessment of both the parties regarding the state of affairs of the company, we also find that it is not possible for both together to carry on the working of the company smoothly, in view of the dispute between the two groups of shareholders which is having an adverse effect on the working of the company and employees. We also noted that the minutes of the board meetings are also not being finalised because of serious differences between the two groups regarding the contents of the decisions taken at these meetings. Deadlock in the management has been established and admitted also. During the hearing, we had tried to explore the possibility of reconciliation between the parties, in view of their long standing 30 year relationship, but we did not get any positive indication from either of the parties. In view of this, the appointment of three/four independent directors or suspension of certain articles which give veto power to either of the parties would not be a permanent solution. At the most, it will postpone the date of severing of the relationship. An order in a dispute of this nature should be such that it will put an end to the dispute. We do not think that the other alternative suggested by Shri Mookherjee regarding bifurcating the assets is a viable solution as neither is the nature of the business of the company such as to make it a feasible solution nor is it possible in the light of the terms and conditions of the foreign collaboration agreement, the legal issues relating to the trade mark and the provisions of the articles of association. The facts of the case Cited in support of such an alternative by Shri Mookherjee are quite different from the facts of the present case and there is absence of any agreement between the parties on bifurcating the assets. Therefore, the only solution that can put to an end this dispute is severing of the relationship by sale of shares by one party to the other. While the petitioner has made it clear during the hearing that he is not interested in selling his shares, he is willing to buy shares of the respondents and has prayed for such a relief. In this context, Shri Chagla has pointed out the decisions in large number of court cases establishing the principle that it is the majority which has the right to purchase the share of the minority shareholders and it is the oppressor who has to pay the price for the shares of the oppressed. It is settled law that the majority should never be forced to sell its shares to a minority and the relief that can be given in such a case to a minority shareholder is to ensure a fair price for the shares he is required to sell. Accordingly in this case the GB group which is holding 60 per cent. of the shares should buy the shares of the Saboo group. In order to buy shares of the Saboo group, they will have to obtain permission from the Reserve Bank of India and other concerned authorities. If they are not in a position to obtain such permission, they may be required to seek permission to induct non-resident Indians who can hold those 40 per cent. shares or induct an Indian partner who is willing to take these shares. The ultimate purchase of these 40 per cent. shares will depend on the clearance given by the Reserve Bank of India and other authorities. However, in order to protect the financial interest of the minority shareholders, in the meanwhile, it is necessary that funds should be brought in by the majority shareholders and deposited with the company so as to ensure payment as determined by an independent valuer.