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ii) Re Brenfield Squash Racquets Club Ltd. reported in (1996) 2 Butterworths Company Law Cases 184;

iii) Mahabir Prasad Jalan and Anr. v. Bajrang Prasad Jalan and Ors. reported in (1999) 2 Company L.J. 71(Cal)72;

iv) Dale and Carrington Invt. (p) Ltd., v. P.K. Prathapan and Ors. ;

strongly contended that the CLB committed serious error in directing the appellants to sell their shareholdings in JV Co. to the second respondent company and its nominees inasmuch as it has amounted to awarding the oppressor and penalising the oppressed. He further urged that the first appellant company, respondent No. 12, being the Managing Director of the first respondent JV Co. and the members of their group besides being founders of JV Co. during the year 1993 developed it to its maximum extent till the third respondent GE Co. acquired its shares during the year 2001 and, thereafter, the 12th respondent has been managing the affairs of the company without giving rise to any occasion for the respondents' group to complain against him of any mismanagement and therefore it is the appellants who are entitled to continue to run the JV Co. and not the respondents' group and as such the impugned direction to the appellants to sell their shares to the second respondent and its nominees cannot be sustained in law.

15. In Scottish Co-operative Wholesale Society Ltd. which is relied upon by the learned Sr. Counsels for both parties it is observed at pages 66, 72 and 89 as under:

The conduct of the appellants was oppressive and, in view of the facts that the company was a subsidiary of the appellants and that the appellants' nominees on the board of the company were participating in the policy of the appellants, was also oppressive conduct of the affairs of the company within Section 210 of the Companies Act, 1948, although the misconduct of the nominee directors was negative, being passive neglect of the company's interests. (page No. 66 ) Some criticism was made of the relief given by the order of the court It was said that only that relief could be given which had as its object and presumably its effect the "bringing to an end of the matters complained of' and that on order on the society to purchase the respondents' shares in the company did not satisfy that condition. This argument is without substance. The matter complained of was the oppression of the minority shareholders by the society. They will no longer be oppressed and will cease to complain if the society purchase their shares. (page No. 72) One of the most useful orders mentioned in the section -which will enable the court to do justice to the injured shareholders-is to order the oppressor to buy their shares at a fair price; and a fair price would be. I think, the value which the shares would have had at the date of the petition, if there had been no oppression. Once the oppressor has bought the shares, the company can survive. It can continue to operate. That is a matter for him. It is, no doubt, true that an order of this kind gives to the oppressed shareholders what is, in effect, money compensation for the injury done to them; but I see no objection to this. The section gives a large discretion to the court, and it is well exercised in making an oppressor make compensation to those who have suffered at his hands. (page No. 89) On careful reading of the above observations, it could be seen that the same are not helpful to the appellants but they support the case of the respondents inasmuch as in the said case the minority shareholders who were found oppressed were ordered to sell their shares to the majority shareholders who were the oppressors.

18. The learned senior counsel for the appellants has relied on the decision of the Hon'ble Supreme Court in the case of Dale and Carrington Invt. (P) Ltd. v. P.K. Prathapan and Ors. . The facts in the said were; "The Company Law Board had taken a view that Ramanujam, the Managing Director of the said Company had committed an act of oppression as against the respondent P.K. Prathapan and others not only by not informing Prathapan the issue of further share capital of the company but also by not offering him (Prathapan) the further share capital which was being issued by the Company. Having given a finding of oppression in favour of the said Prathapan the CLB had given an option to Prathapan to sell his share to the oppressor Ramanujam. In the appeal that was filed before the High Court by the said Prathapan aggrieved by the said order so far it related to the relief given to him that he should sell his shares to Ramanujam, the High Court held that the said ad of Ramanujam was an act of fraud inasmuch as he had allotted 6,865 equity shares of the company in his favour only without informing the said Prathapan. Ultimately the High Court allowed the said appeal holding that perpetrator of fraud could not be allowed to take benefit of his own wrong and therefore the observation of the CLB that the appellants can sell their shares to the said Managing Director was not justified. The said Ramanujam had also filed an appeal before the High Court aggrieved by the order of the CLB holding him as the oppressive. In the said appeal the High Court held that the act of allotting 6,865 equity shares in his favour by Ramanujam was an act of fraud committed on the respondent Prathapan and therefore it ordered setting aside of the said allotment and rectification of the registration of shares. Aggrieved by the said order the appellant Ramanujam approached the Hon'ble Supreme Court on the question of relief granted to Prathapan." On these facts the Hon'ble Supreme Court observed at para No. 25 of its judgment on page 233 as under:

The Hon'ble Supreme Court further observed at para 38 of the said judgment as under:
On the question of relief, the learned Counsel for the parties referred to decisions in support of their respective stands. We do not consider it necessary to refer to these decisions because relief depends on facte of a particular case. We have seen the facts of the present case which to our mind are so manifestly against Ramanujam that two opinions are not possible on the aspect of relief. The only relief that has to be granted in the present case is to undo the advantage gained by Ramanujam through his manipulations and fraud. The allotment of all the additional shares in favour of Ramanujam has to be set aside. In our view, the High Court was fully justified in granting the relief of setting aside the impugned allotments of additional shares in favour of Ramanujam. The approach of the Company Law Board was totally erroneous inasmuch as after having found that there was oppression on the part of Ramanujam, he was still allowed to take advantage of his own wrong inasmuch as he was given the option to buy Prathapan's shares and that too not for a proper price. In our view the Company Law Board was wrong in allowing purchase of shares of Prathapan and his wife by Ramanujam. Such an order amounts to rewarding the wrongdoer and penalising the oppressed party. In the circumstances of this case asking the oppressed to sell his shares to the oppressor not only fails to redress the wrong done to the oppressed, it also results in heavy monetary loss to him. The relief granted by the High Court was a proper relief in the facts of the case.