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2017 (12) TMI 561

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....rship from the 1st Respondent Company. 2. The Tribunal vide impugned order dated 4th April, 2017 has concluded as follows: "Therefore, in the light of the contentions, it is concluded that there is no case of oppression against the petitioners and the company petition deserves to be dismissed. Therefore, the issue No. 1 of whether the reduction in the shareholding of the petitioners whereby they signed the share transfer forms and the subsequent resignation of the petitioners from the Board of Directors, prove the existence of the understanding, is decided in affirmative in favour of the Respondents. Furthermore, the issue whether the alleged acts of the Respondents in the present petition constitute oppression against the petitioners, is decided in negative. Therefore, it is concluded that the subsequent acts of the petitioners thereby proved the existence of the understanding between the respondents and the petitioners and furthermore after careful consideration of the facts, contentions and arguments in the present case, the Tribunal is of the opinion that there is no proof of any acts of oppression committed against the petitioners." 3. The appellant aggrieved by the said o....

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....understanding was further arrived that since it was the effort of the appellants' auction unit has come to be acquired, therefore, it's price would be ascertained as Rs. 75 lacs. The appellants were to get the benefit of Rs. 26 lacs as a premium of the said auction unit. 6. It is the case of the appellants that the condition of the said bid was that the auction unit can be vested only in favour of a Corporate entity, in which the highest bidder should have the majority of shareholding. The Respondent No.2 introduced one of his company for having the auction unit in it. The said company was the respondent No. 1's company. The Respondent No. 1 had also deposited the balance amount of Rs. 36 lacs to UPFC, which had been infused by the Respondent No.2 and 3. That as per the understanding, the auction unit was taken into the Respondent No. 1 company. The appellants were allotted 52% shareholding in it. Further, the respondents were having 48% of shareholding in it. The appellants were given the benefit of a premium of Rs. 26 lacs for acquiring the auction unit by having 52% shareholding in the company. 7. It is further contended by the appellants that in the year 2008, the dispute sta....

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....d on that day the appellants were on the Board of 1st respondent but no Board Meeting was convened for the transfer of the said shareholding. The alleged transfer was in complete violation of the provisions of Section 108 of the Companies Act. The transfer of the appellants' shareholdings and their removal from the directorship of 1st respondent was indicated in the Annual Report of 1st Respondent for the year 2006 which was filed in July 2008 with ROC. The further issue of 7 lacs shares which has been shown to be taken place on 12.12.2006, the Form -2 for the said fresh allotment was filed with ROC in the year 2008. The appellant did not receive the consideration for the alleged transfer of shareholding. The respondent did not show even a single document such as Board Minutes, attendance sheet etc to indicate the convening of Board Meeting on 9.9.2006, 12.9.2006 and 12.12.2006. The appellant further submitted that the Article 7 of the Articles of Association of 1st Respondent company mandates that the shareholding of any existing member can be acquired on its fair value and the fair value of their shareholding was much higher on 9.9.2006 whereas the respondents have fraudulently a....

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....d respondent = Rs. 2 lakh Appellant - Rs. 1,30,000/- 11. That on 12th September, 2006 the appellants were shown as having resigned from the Board of Directors of the company. Thereafter the 2nd respondent duly lodged the executed share transfer form of the appellants for registration of those shares in their name in the Company. After receiving the amount, the appellant refused to hand over physical possession of the said plant, machinery and land of the said M/s. Singh Extraction Pvt Ltd taking advantage of the local ground situation prevailing at Mirzapore. The appellant prevented the respondent, who belong to West Bengal, to take possession of the land, plant and machinery. Thereafter the appellant started blackmailing the respondent and demanded huge money. The appellant continued with their obstructive attitude and proceeded to file false criminal complaints one after the other against the respondent on the alleged ground that they had invested Rs. 40 lakhs in the company which was not the case. On seeing the negative attitude of the appellant, the respondent filed a civil suit in West Bengal that the purchase of the entire shares of the petitioner in the company by the 2nd....

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....f the 1st respondent, or the appellant is not shareholder of the 1st respondent on the date of filing of the petition, no petition is maintainable under Section 397, 398 of the Companies Act, 1956 read with Sections 241 of the Companies Act, 2013. 17. It is observed that the appeal of the appellant is not maintainable in as much as the appellants have not come to Hon'ble Court with clean hands. The appellants have no right to file the appeal as the appellant was not holding any shares at the time of filing of appeal. The claim of the appellant is based on oral assertions, which is devoid of any force and is. inadmissible in evidence. The tribunal held: xxxx "The claims that the petitioners have made regarding the signatures, on the share transfer forms and the resignation letters being forged, merit scarce attention; as the claims have not been substantiated with any pieces of proof because the burden of proof relating to the proving or disproving the aforementioned signatures is on the party who claims forgery. Regarding the exclusion of oral evidence in presence of documentary evidence relating to the same, Section 91 of the Indian Evidence Act, 1872 contemplates evidence of t....