TaxTMI 
TaxTMI 
2001 (3) TMI 931
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.... to ouster from the management of the company is legitimate and justified; that the respondent No. 3 had manoeuvered the matters in such a manner as to result in the ouster of petitioner No. 1 from the management of the company. The learned company judge further directed the petitioner No. 1 and his group members to sell their shares to the respondents at a value to be determined by a valuer as on 16-5-1988, that is, the date of the petition and also held that the Petitioner No. 1 had been illegally removed as an executive director of the company. An appeal was preferred on behalf of the company by the respondent No. 2 and also on his own behalf. The petitioners also claimed in that appeal that the learned company judge should have given gu....
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....e on an application made under sub-section (1) if the court is of the opinion-(i) that the company's affairs are being conducted in a manner prejudicial to public interest or in a manner oppressive of any member or members; and (ii) that the facts would justify the making of a winding up order on the ground that it was just and equitable that the company should be wound up, and (iii) that the winding up order would unfairly prejudice the applicants. No case appears to have been made out that the company's affairs are being conducted in a manner prejudicial to public interest or in a manner oppressive of any member or members. Therefore, we have to pay our attention only to the aspect that the winding up of the company would unfairly prejudi....
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....ders to be lifted by a sister concern. (3) That a certain loan payable to petitioner No. 1 a little under Rs. 6 lakhs was sought to be paid back by the company by seeking to make a book adjustment, trying to show a payment to another company Sumati in extinguishment of the liability of petitioner No. 1 to Sumati on the oral instruction of petitioner No. 1 that the debt to him be paid instead to Sumati. (4) That certain roller boxes, about 14 in number were sold off at an aggregate price of Rs. 96,000, although those had been acquired in 1980 at a cost of Rs. 75,000. The complaint was that the boxes were still usable and unnecessarily sold. (5) That a large amount of commission, of the order of Rs. 20 lakhs or so, although receivable by r....
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.... upon the petitioners. It is not clear that such a course was adopted by way of a wasteful expenditure so as to amount to mismanagement and on that rejected the first contention. 7. As regards the second contention that a certain amount of wheat quota for which above Rs. 17 lakhs was deposited by the company was allowed, contrary to Control Orders to be lifted by a sister concern, it was found as a fact that there is neither disclosure of oppression nor mismanagement. The company in question during the relevant time was under lock-out and, therefore, the wheat quota worth Rs. 17 lakhs was allowed to be lifted by a sister concern. It is alleged that such an act amounted to violation of the Control Order and that as the wheat quota was lifte....
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....re sold off at an aggregate price of Rs. 96,000, although those had been acquired in 1980 at a cost of Rs. 75,000. The complaint was that the boxes were still usable and unnecessarily sold. On this point also the Division Bench did not find any ground of oppression or mismanagement as provided under section 397 or 398. 10. The Division Bench found that Mitsubishi Commission of Rs. 23 lakhs could hardly be a matter of mismanagement of the company to bring into its till money which is not even its due. No loss is shown to accrue to the company because of the bringing in of this commission and, therefore, it was found that the mismanagement was not established. 11. The last and the most important point urged is in regard to continua-tion of ....