Documentos de Académico
Documentos de Profesional
Documentos de Cultura
The term oppression has been explained by Lord Cooper as, The essence of the matter seems to be that the conduct complained of should at the lowest involve a visible departure from the standards of fair dealing, and a violation of the conditions of fair play on which every shareholder who entrusts his money to the company is entitled to rely.
Co. A
Purchase the asset of the co. By taking loan from the co. for the same
Director
When the affairs of the company are being conducted in a manner prejudicial to the public interest or the company's interest.
When by a reason of material change in the management or control of he company the affairs of the company are likely to be conducted in a manner prejudicial to the public interest or the company's interest.
OR
Sold by Director at low price W/O Approval by shareholder under Sec. 293(1) & W/O giving adequate Notice (under sec. 173) & other Info. Tea Plantation Co.
Malayalam Plantation (India) Ltd.
A member who must sign application given in sec 397 & 398.
A member whose calls or other sums due on their shares have not been paid. A holder of a letter of allotment of a partly paid share.
A holder of a share warrant. A transferee of shares who has not lodged the shares for transfer to the company
Oppression of majority
Oppression qua members
Not calling a gen. meeting & keeping the shareholder in dark Non maintenance of statutory records & not conducting affairs of the co. in accordance with the Cos Act Depriving a member of the right to dividend
Transfer of share held by Company to some shareholders otherwise than by making an offer to all If sale of asset is made by a Co. to some of its directors & simultaneously giving them loan to purchase the same Issue of further shares benefiting a section of the share holders
An unwise, inefficient careless conduct of a director Not declaring dividend when Co. is making loss Non-holding of the meeting of the director Failure to maintain proper records of the Co.
Sec. 398 provides for relief in case of mismanagement by majority A requisite no of members of the Co. may apply to NCLT for appropriate relief on the ground of mismanagement of the Co.
Illegal constitution of the board of directors Gross neglect of interest of the Co. by sale of its only assets
Diversion of the fund to benefit the majority Operation of bank A/C by an unauthorized person Advance of loans with out execution of a document Continuation of managing director in office after the expiry of his term.
Sale of assets at low price & with out compliance with the Act
Violation of statutory provisions & those of articles Violation of the condition of the Cos memorandum
Building up of reserves
Merely because company incurs loss, it can not be that it is mismanaged Removal of secretary by majority decision of the board of directors unless it is shown that the removal has prejudicially affected the interest of the Co. or the public interest
The case
Versus.
Allegations
Appointment of Mr. Parmanand, brother of Mr. Guru Charan Dass Garg as the Additional Director with effect from 20th October, 1994, return in respect of which was also filed with the Registrar of Companies on 20th August, 1998 Removal of Mr. Girdhar Gopal Gupta and Mr. Ram Narain Gupta as directors from the company on 16th September, 1998 without notice of any Board meeting.
Decision
1621
1) 2) 3)
when there are serious disputes, one group approaches the CLB u/s 397/398 alleging oppression and mismanagement. Notice to be given to Central Government of applications under sections 397 and 398
The Company Law Board can pass any orders under section 397/398 and section 402 of Companies Act, 1956 based on facts and circumstances of the case with the intention of regulating the affairs of the Company and putting an end to the matters complained of finally.
Effect of alteration of memorandum or articles of company by order under section 397 or 398.
THANK YOU