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1 - 10 of 20 (0.25 seconds)Shanti Prasad Jain vs Kalinga Tubes Ltd. on 14 January, 1965
In Shanti Prasad Jain v. Kalinga Tubes Ltd. [1965] 35 Comp Cas 351 (SC), new shares were allotted to outsiders and not to the existing shareholders, overruling the view of the minority shareholders that the new shares should be allotted to existing shareholders only. In those circumstances, the Supreme Court held that the fact that one of the groups might be able to get the support of the holders of the new shares did not necessarily mean oppression of one of the shareholders and that the allotment of shares to their friends was not also of any significance since in any case if the shares had to be issued privately they were bound to go to the friends of the directors. Thus this decision is of no assistance to the respondents since in the present case the allotment is not to outsiders and there was no need for raising money.
Synchron Machine Tools P. Ltd. And ... vs U.M. Suresh Rao on 17 September, 1992
In similar circumstances a Division Bench of the Karnataka High Court in Synchron Machine Tools Pvt. Ltd. v. U.M. Suresh Rao [1994] 79 Comp Cas 868 directed the oppressor shareholder to buy the shares of the minority shareholders at the market value to be fixed by the chartered accountant to be appointed by the court. The share value has to be fixed as on the date immediately before the issue of additional share capital. As the additional share capital was issued on December 2, 1987, the cut-off date can be taken as December 1, 1987.
Needle Industries (India) Ltd., & Ors vs Needle Industries Newey (India) ... on 7 May, 1981
In fact, in Needle Industries (India) Ltd. v. Needle Industries Newly (India) Holding Ltd. [1981] 51 Comp Cas 743 (SC), the Supreme Court, while dismissing the petition filed for relief against oppression, observed that the court is not powerless to do substantial justice between the parties and place them as nearly as it may in the same position in which they would have been if the meeting of May 2, 1977 (where the impugned resolution of allotting entire rights shares to Indian shareholders was passed) was held in accordance with law.
Section 402 in The Companies Act, 1956 [Entire Act]
Palghat Exports Private Ltd. And P. ... vs T.V. Chandran And Ors. on 26 May, 1993
The decisions in Chander Krishan Gupta v. Pannalal Girdharilal P. Ltd. [1984] 55 Comp Cas 702 (Delhi) and Palghat Exports Pvt. Ltd. v. T.V. Chandran [1994] 79 Comp Cas 213 (Ker) are to the same effect, namely, that isolated illegal past acts do not amount to oppression.
Section 398 in The Companies Act, 1956 [Entire Act]
Nagavarapu Krishna Prasad And Anr. vs Andhra Bank Ltd. on 19 March, 1982
In Nagavarapu Krishna Prasad v. Andhra Bank Ltd. [1983] 53 Comp Cas 73 (AP), a Division Bench of this court held that a mere apprehension that the minority shareholders will be oppressed in the conduct of a company, that is to be formed in the future, cannot be a sufficient ground for invoking section 397. The Division Bench was dealing with the case of Andhra Bank Ltd., which prior to the nationalisation of banks was carrying on the business of banking. In view of the nationalisation of private banks, the Division Bench held that the substratum of the company has disappeared and that it was a fit case for winding up, on just and equitable grounds. Having ordered winding up it was not necessary for the Division Bench to consider the section 397 petition. However, their Lordships after noticing this, considered the petition as elaborate arguments have been addressed on this aspect. The section 397 petition was dismissed in view of the petitioner's own case that the winding up of the company will be more advantageous and will not unfairly prejudice them. Further even on the merits, the Division Bench held that there was no act of oppression. This decision is not relevant to the point in issue.
Devaraj Dhanram vs Firebricks And Potteries Pvt. Ltd. And ... on 28 August, 1991
In Devaraj Dhanram v. Firebricks and Potteries P. Ltd. [1994] 79 Comp Cas 722, the Karnataka High Court held that what the court has to see in a petition under sections 397 and 398 of the Companies Act, 1956, is not whether the respondents intended to harm the petitioner, but whether by reasonable standards, the consequences of the conduct complained of would be regarded as having unfairly prejudiced the petitioner's interest. In that case the allegations were that the petitioner who was joint managing director of the company was prevented by the respondents from discharging his functions as joint managing director; that the respondents sold some machinery and land and that 85 per cent. of the shares were proposed to be sold to third parties. Dismissing the petition, the court held that the petitioner could not prove any of the allegations and also found that as the petitioner has refused to avail of the pre-emptive offer made to him, purchase of shares of the respondents, transfer of shares to third parties is not hit by article 37 of the articles of association which does not imply absolute bar on transfer to third parties. All the above decisions lay down that there must be continuous acts of oppression up to the date of filing the petition under section 397 and that isolated past acts or future apprehended acts are not enough.