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Suresh Kumar Sanghi vs Supreme Motors Ltd. And Others on 29 May, 1981 cites

Shanti Prasad Jain vs Kalinga Tubes Ltd. on 14 January, 1965

In Kalinga Tube's case [1965] 35 Comp Case 351 also it was held by the Supreme Court that in order to constitute oppression within the meaning of s. 397" there must be continuous acts on the part of the majority shareholder, continuing up to the date of petition, showing that the affairs of the company were being conducted in a manner oppressive to some apart of the members". From the aforesaid judgments it clearly follows that (1) past acts which have come to end cannot be challenged under s. 397 or 398, (2) the relief under ss. 397 and 398 would available only if there are continuous acts of oppression by the majority shareholders, (3) illegal acts committed by the directors, unless they are oppressive on the minority shareholders, cannot be challenged in a petition under s. 397 of the Act. The instances of violation of the provisions of the Companies Act, which were referred to by the learned counsel for the petitioner, cannot be complained of in the present proceedings under s. 397 or 398 of the Act. Whether the provisions of s. 292 or s. 314 have been violated or not is not a matter which is to be gone into in these proceedings. What has to be seen is whether there has been any action taken, legal or illegal, which has resulted in the oppression of the minority shareholders. It will be seen that respondent No. 2 has been the managing director of the company since its very inception. If there was any illegality or irregularity in the convening of the meeting in March, 1980. Wherein respondent No. 2 was reappointed as a managing director, that cannot amount to an act of oppression. By the said resolution the existing state of management of the company was permitted to continue. No change was brought about by any resolution which was purported to be passed in that annual general meeting. If the meeting was illegally held it may be that the petitioner may have a causes of action of challenging the same in other appropriate proceedings, but such an allegedly illegal meeting did not, to my mind, result in any oppressive act being committed on the petitioner.
Supreme Court of India Cites 11 - Cited by 154 - Full Document
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