Change in shareholding with sole object of gaining control of company is oppression

Rajendra Prasad Rungta

v.

Amber Commercial (P.) Ltd.

C.P. NO. 82 OF 2005

AUGUST 26, 2011

ORDER

1. In this order I am considering Company Petition No. 82 of 2005 filed by the petitioners against the respondents [R-1-company, namely, Amber Commercial (P.) Ltd. and others] under sections 397, 398, 402 and 409 read with section 111 of the Companies Act, 1956 (‘the Act’) alleging oppression and mismanagement and, hence, seeking setting aside of illegal and fraudulent transfer of 21,000 shares held by P-1 ; 9,090 shares held by P-2 ; 20,000 shares held by P-3 ; 20,000 shares held by P-4 ; 35,500 shares held by P-5 and 3,000 shares held by P-6 in R-1-company; rectification of register of members accordingly ; setting aside appointment of R-4 to 11 as directors appointed, vide Board resolution dated 5th July, 2004 ; appointing of an administrator ; directing a thorough investigation to be conducted into the affairs of the company and directing holding of an extraordinary general meeting (‘EGM’) of the R-1-company under a chairman appointed by the Company Law Board (‘CLB’) in accordance with the provisions of the Act and in accordance with the articles of association of the company.