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(ii) Around the year 2006 basic differences in approach arose between EG and EIL. EG was interested in cautious project research and development of wind turbines, while Mehras were interested in setting up independent power producing wind farms. Mehras planned to sell their investment to EG in August 2006 with a view to encash the investments rather than bringing in more funds. When a valuation of rupees 1.5 billion Euros ( 8000 crores) was put forth by Mehras, the EG questioned the same. It was explained by Mehras that it was based on their forecast. It is on this valuation that Mehras tried to sell its shares of 6%. At that time EG realised that the Mehras were trying to deceive them by inflating the price of shares of EIL. Mehras concealed vital information regarding EIL from EG. Management related information was not given. Inspite of technical know-how agreements, the finances of EIL were hidden by the Mehras. The EIL is a joint venture between EG and Mehras and the foundation of the EIL was the innovation and inventions of Dr.Aloys Wobben, the chairman of EG. The relations between Dr.Wobben and Mr.Yogesh Mehra were excellent and thus Dr.Wobben put his full trust in him. By the year 2005, it became apparent that EIL 18 Judgmnt COAPPL42-13 in CP83-11 wt COAPPL43-13 in CP82-11 .doc was in need of funds and EG was ready to infuse funds. Mehras however avoided to infuse funds in EIL. Mehras stated that they would make it a zero debt Company. Though in the month of May 2006, Mehras assured that 55 crores of equity would be put in, Mehras took no steps to increase it.

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22. It was argued by EG that Mehras held 15 board meetings and an extra ordinary general meeting without any notice to EG. Various companies were incorporated to frustrate the valuation proceedings and profit at the expense of EG and EIL. It was submitted that Mehras were attempting to render EIL defunct by siphoning its funds. It was argued that Yogesh Mehra was interested in setting up independent power wind farms. It was further contended that Mehras resiled from their duties to infuse funds. Despite the order of status-quo the Mehras continued dealing with short term and long term finances keeping EG in dark. It was contended by EG that its technology was usurped and its intellectual property rights were infringed. It was submitted that the proceedings had been brought by EIL against Dr.Aloys Wobben for revocation of 19 of the patents. Mehras attempted to cause EIL to wrongfully obtain parts ignoring the patents of EG. It was contended that EIL abused the SAP server by importing EGs data and peep into it's global operations. It was contended that the Mehras filed criminal proceedings and when the representative of EG visited India, they were questioned by the Police officers at the Taj Mahal hotel, Mumbai, where they were staying. It was argued that, by an unauthorised resolution without notice to EG, Yogesh Mehra conferred himself untrammeled powers to take decisions without approval of Board. It was further contended that in the order dated 29 January 2009 there is a clear finding that there is a loss of trust and deadlock in the Board meetings and the question cannot be re-opened. It was contended that the EG being majority 36 Judgmnt COAPPL42-13 in CP83-11 wt COAPPL43-13 in CP82-11 .doc share-holder be permitted to hold a general meeting and change the composition by removing the Mehras and for modification of the Articles of Association. As regards the contractual obligation between EG and EIL, it was contended that those issues need not be gone into as there are proceedings pending in Civil Courts and courts of competent jurisdiction.

23. It was further contended by EG that the Company petition No.83 of 2011 filed by Mehras is liable to be dismissed in limine because as no cause of action was made out and it was merely a counter-blast to EG's petition. It was contended that Mehras have already raised a dispute regarding alleged obligation of EG to supply components, in Suit No.2667 of 2007 filed in this Court and in any case these matters were commercial disputes not within the jurisdiction of the Board. It was also contended that Mehras petition is not maintainable as no case is made out of oppression by share-holders via the business and management of EIL and the complaint made must relate to the affairs of the Company. It was urged that the acts of oppression complained against EG were not in the capacity of shareholders and independent acts of EG as technical know-how provider could not come under the concept of oppression. As regards the allegation made by Mehras, the EG contended that the issues regarding transfer pricing and other contractual disputes are subject matters of dispute before other forums. It was contended that no share-holder can be forced to infuse funds. It was further submitted that in view of conduct of 37 Judgmnt COAPPL42-13 in CP83-11 wt COAPPL43-13 in CP82-11 .doc Mehras of downloading of data from SAP server that EG had to take protective action. The Mehras had also withdrawn their personal guarantees from various banks when EG withdrew its guarantees, there is no question of any oppression. It was submitted that the EG's technology is patented and EG has always retained its exclusive rights and only part of the technology was licensed to EIL for a limited period which was wrongfully sought to be taken away by EIL. Various decisions were cited as regards the rule that the Board should ordinarily direct buy out in favour of majority. On these and various other grounds EG presented its case.

52. EG had urged that Mehras had unauthorisedly altered Articles of Association and it was one of their main ground to allege oppression. It was urged by them that alterations were made by Mehras in the Articles of Association with a sole purpose of 88 Judgmnt COAPPL42-13 in CP83-11 wt COAPPL43-13 in CP82-11 .doc acquiring more power and reducing the role of EG in EIL. It was EG's case that they came to know of such unauthorised alteration only after filing the company petition. EG raised this ground in their reply to the petition filed by Mehras. Both the parties urged their rival contentions on this issue and filed rejoinder and written submissions. According to EG Article 170(a) was amended without intimation to EG and without their knowledge. It was urged by them that by the amendment made various conferred substantial powers on Mehras. This action of Mehras was put forth by EG as ground of oppression. Serious grievance was made that the amendment was carried out without notice to EG when Section 31(1) of the Act, mandates that it should be done by special resolution so also section 189(2) was relied upon. It was urged on behalf of EG that not only the amendment unilaterally conferred substantial powers on Mehras but the same was done without giving notice to EG and following procedural requirements. Reliance was placed on the decision of the Apex court in the case of M.S.Madhusoodan and another Vs Kerala Kaumudi (P) Ltd.