Company Law : There can be disputes between majority group and minority shareholders in any Company and these disputes come very frequently in c...
Company Law : In any litigation, the Court or the authority adjudicating the matter can pass interim orders and the matter will get finally disp...
Corporate Law : Section 397/398 of the Companies Act, 1956 provides a relief to the minority against the majority if the majority indulges in the ...
Company Law : The study of various judgments of High Court and Supreme Court under section 397/398 of Companies Act, 1956 speak volumes about th...
Company Law : I have been continuously focusing at the complications in the corporate world and especially about the protection to the sharehold...
Company Law : NCLAT Delhi held that mediation family settlement upheld since entire sum as per consent terms duly received. Accordingly, the app...
Income Tax : The contention urged by the Applicant that the Scheme of Demerger must necessarily comply with Section 2(19AA) which is meant for ...
Company Law : Decision of a company has to rest on views of majority; in case of disagreement by the minority, remedy lies u/s 397 & 398 and not...
Company Law : The petitioners claiming to hold 4132 partly paid ordinary shares of Rs.100/-each and 3065 fully paid preference shares of Rs.100/...
I need not reiterate the fact that Company Law is complicated everywhere in view of its exposure, the interest of the stake holders, plethora of regulations, the stakes and the responsibility of the state or the statutory authorities. As everybody knows, in India, the jurisdiction to decide company disputes substantially rests with the Company Court and the Company Law Board.
When there exist serious disputes between groups, one group tends to approach Company Law Board or the Company Court. Usually, when there are serious disputes, one group approaches the Company Law Board under section 397/398 of the Companies Act, 1956 alleging oppression and mismanagement.
Section 397 and 398 of the Companies Act, 1956 deals with “oppression” and “mismanagement” by the majority in a Company against the Minority Shareholders. How to construe “minority” for the purpose of section 397/398 is dealtwith under section 399 which prescribes qualification to approach the Company Law Board under section 397/398 of the Act. What amounts to “oppression” and is oppression completely different from “mismanagement” as dealwith under section 398; is another interesting issue to look into.
The petitioners claiming to hold 4132 partly paid ordinary shares of Rs.100/-each and 3065 fully paid preference shares of Rs.100/-each in M/S Tinplate Dealers Association Private Limited ( the company) have filed this petition under Sections 397/398 and Section 111(4) of the Companies Act, 1956 (the Act) alleging various acts of oppression and mismanagement in the affairs of the company and seeking rectification of the register of members. The main allegations relate to issue of further shares in the company in exclusion of the petitioners, issue of bonus shares contrary to the provisions of law, removal of the petitioners 1 and 2 as directors of the company, appointment of new directors on the Board etc. and they have sought for consequential reliefs.
