https://www.taxtmi.com/caselaws?id=98088 Sections 397 and 398 of the Companies Act, 1956 are preventive remedies aimed at stopping oppression or mismanagement and do not generally authorise the Court to undo completed transactions with third parties, except where the Act expressly permits. On the facts discussed, the company's closure, security arrangements, and sale of its undertaking were viewed as consistent with financial distress and business necessity rather than oppressive conduct or prejudicial management. The article also notes that a resolution approving the sale was treated as valid where the explanatory statement disclosed the material facts required for shareholder judgment, and indoor management principles protected the purchaser after completion. en-us Tue, 18 Feb 1964 00:00:00 +0530 Wed, 24 Jun 2015 16:13:00 +0530 TaxTMI RSS Generator https://www.taxtmi.com/caselaws?id=98088 Sections 397 and 398 of the Companies Act, 1956 are preventive remedies aimed at stopping oppression or mismanagement and do not generally authorise the Court to undo completed transactions with third parties, except where the Act expressly permits. On the facts discussed, the company's closure, security arrangements, and sale of its undertaking were viewed as consistent with financial distress and business necessity rather than oppressive conduct or prejudicial management. The article also notes that a resolution approving the sale was treated as valid where the explanatory statement disclosed the material facts required for shareholder judgment, and indoor management principles protected the purchaser after completion. Case-Laws Companies Law Tue, 18 Feb 1964 00:00:00 +0530 https://www.taxtmi.com/caselaws?id=98088