TaxTMI 
TaxTMI 
1995 (11) TMI 469
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....by the petitioner. @SUBPARA = "It is Therefore, prayed that this Court may be pleased to: A) PASS such order or orders as may be necessary for relieving the petitioners of the oppressive activities of the respondent S.P. Seth Group and the Respondent Company of the prejudicial activities of the said Group: B) SET aside all allotments of shares made in favor of S.P. Seth Group which exceeds 30% of the share capital which was originally held by them and they be directed to transfer the remaining shares to the Petitioners and their nominees against payment on the basis of the face value of the shares. C) THE Respondents be directed to transfer to the petitioners the share-holding of Lakshmiji Sug....
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....itioners do not constitute 10 per cent capital of the company and the petitioners cannot rely upon share-holdings of any other person as they have not obtained the consent, in writing, of any such person nor have they filed any schedule as required by the Rules. The company has prayed in this application that the petition is incomplete and is liable to be dismissed as the petitioners do not fulfill the qualification required for maintaining a petition under Section 399 of the Act. On 10th December, 1991, the counsel for the petitioner made a statement that he did not wish to file reply of the application. The application came up for disposal before Y.K. Sabharwal, J. on 2nd February, 1993. (4) Sabharwal, J. in his said order came to a de....
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....the petition for winding up would continue. (6) The petitioner aggrieved by the order of learned Single Judge filed a Company appeal before the Division bench, which was dismissed on 18th March, 1993. Thereafter, the petitioner moved an application Ca 562/94, with the prayer that the respondent be restrained from issuing 20,50,000 right shares. While dismissing the application, the Court observed that there is no mala fide act on the part of the company in trying to raise the funds by issuance of right shares in question. The mere fact that the Company had earlier tried to raise funds by issuance of right shares in the year 1993, does not mean that the present decision of the company in issuing the right shares is actuated by any ulterio....
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....ed of Ca 562/94, (in which it is prayed by the petitioner that the respondent be restrained from issuing 20,50,000 shares) arrived at the conclusion that thee is no mala fide on the part of the company in trying to raise funds by issuance of right shares of the company. (9) According to the conclusion arrived at by Bahri, J. the Company is doing well and any coercive method used against the Company shall prove counter-productive. MR. Khanna, learned counsel for the petitioner also submitted that in a petition for winding up, the court can grant any relief. Mr. Khanna placed reliance on National Conduits (P) Ltd. vs. S.S. Arora 37 Comp Cas 786. This judgment was cited to highlight the proposition that the Court has inherent powers to g....
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.... the Companies Act, 1956 based on the just and equitable clause is in the nature of a last resort when other remedies are efficacious enough to protect the general interests of the company. It is not a proper principle to encourage hasty petitions for winding up of the company without first attempting to sort out the dispute and controversy between the members in the domestic forum in conformity with the articles of association. There must be materials to show when the "just and equitable" clause is invoked that it is just and equitable not only to the person applying for winding up but also to the Company and all its shareholders. The company court will have to keep in mind the position of the Company as a whole and the interests of the sh....