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As we all aware, section 397/398 of the Companies Act, 1956 deals with oppression and mismanagement and the protection to the minority against the majority. The law makers could not have expected that a situation will come where a majority are harassed or oppressed by the minority. Sections 397/398 and other connected provisions of companies act, 1956 meant to provide relief to the minority shareholders against the majority when minority are oppressed or the property of the company is mismanaged.
The issue of impleading legal representatives of a deceased party to a proceeding under section 397/398 of Companies Act, 1956 stands on a different footing to that of a normal Civil Suit. In a normal Civil Suit before a Civil Court, it is the rule that the legal representatives of a deceased person to be impleaded in the proceeding.
With a very laudable objective of speedy disposal of cases, Alternative Dispute Resolution Mechanism (ADR) is mooted. Among the modes of Alternative Dispute Resolution Mechanism, Arbitration is most discussed issue always as many agreements or contracts contain an Arbitration Clause now-a-days. The difference between Arbitration Mechanism and the adjudication through Civil Court etc. issues can be summed up as follows:
Many complain that there is so much delay before traditional Civil Courts and I do strongly feel that the possible delay before the Civil Courts and the presumptions makes a person to compromise with his rights too even. It is presumed that the enormous work load before the Civil Courts and the complicated procedures and especially the procedure prescribed under Civil Procedure Code, 1908 is the root cause for the delay.
The people of this country are facing the problem of enormous delay in justice delivery before the lower courts and they have heard the problems like lack of infrastructure, increase in litigation etc. The problem of delay in justice delivery before the lower courts and even the appellate courts was prevalent from the beginning and continues even today to a great extent. However, with the reforms like introduction of Alternative Dispute Resolution Mechanism (ADR), we have been feeling the speed in justice delivery in the recent past to some extent. People of this country bother at the long delay in justice delivery; still, they were silent and were having great respect on our Judiciary.
Yes, it is also true that just because an opposite party has not appeared in the matter, a suit or a petition need not be allowed where there is no merit in the case. But, to be frank, there exist a prima facie case for the Petitioner in the above case. The Petitioner alleges a due, sent a notice, the notice has not been replied and the Petitioner approaches the Court for winding-up of the Company. The result of the judgment makes it clear that the Court will never favour winding-up of a Company or trouble the Company, unless there exist a strong case or there exist no option except to wind-up the Company if it is a winding-up Petition.
