TaxTMI 
TaxTMI 
2018 (5) TMI 1308
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....ow the intervening applicants to join as parties to CP No. 61 of 2016 (Old) TP No. 132 of 2016 (New). 3. Facts in brief that are essential for the disposal of all these applications are as follows: - 4. Dr. Markand Jagmohandas Parikh described as the first respondent in this common order filed Company Petition No. 61 of 2016 before Hon'ble Company Law Board, Mumbai Bench under sections 397, 398, 402 and 403 alleging certain acts of oppression and mismanagement, prayed for the following reliefs, to put an end to the oppression and mismanagement seeking directions to original respondents who are described as respondents No. 2 to 15 in this common order, to appoint a proper person to manage the company, to grant order of permanent injunction restraining the respondents No. 3 to 13 and respondent No. 15 herein from exercising their voting rights, to give directions to reinstate petitioner, Mr. Dakshay Thakkar and Mr. Himanshu V. Parekh as Directors of the first respondent company, to appoint independent Chartered Accountants as Special Auditors for carrying out special audit of the company, to pass perpetual order of injunction restraining respondents from creating false accounts....
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....etition No. 2, they have got right to intervene in the proceedings of CP No. 61 of 2016 (Old) in TP No. 132 of 2016 (New). 9. Vadodara Stock Exchange Limited filed reply stating that Rule 32 provides for filing on interlocutory applications but not intervening application. It is also stated that applicants have no separate cause of action different from the cause of action pleaded in Company Petition No. 61 of 2016. Second respondent company denied the allegation of oppression and mismanagement. 10. Respondent No. 4 herein filed reply stating that application is filed without authorisation of respective Board of Directors of the applicant company and, therefore, it is liable to be dismissed. 11. Respondent No. 3 herein filed reply stating that there is inconsistency in verification of the affidavits and the resolution authorising Mr. Manoj Vatekar to file this application. 12. Learned counsel appearing for the original petitioner i.e. respondent No. 1 herein reported no objection for allowing the Intervening Application No. 2 of 2017. 13. On perusal of the pleadings in CP No. 61 of 2016 (Old) it appears that there is a dispute in the management of Vadodara Stock Exch....
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....ts in IA 291, 293, 295 to 297, 299, 300, 302 to 311 of 2017 are not parties to the proceedings they have filed Intervening Petition No. 3 of 2017. 17. In applications IA 291, 293, 295 to 297, 299, 300, 302 to 311 of 2017 and in Intervening Petition No. 3 of 2017 it is the plea of the respondents that there shall not be any modification of interim order dated 28-04-2016 passed by Hon'ble Company Law Board regarding shareholding. 18. Now this Tribunal proceed to consider how far request of the applicants in IA 291, 293, 295 to 297, 299, 300, 302 to 311 of 2017 can be considered by this Tribunal. 19. Respondent No. 7 herein has also stated that the present Board did not follow the direction of the exit order of SEBI dated 09-11-2015 in respect of Vadodara Stock Exchange Ltd. 20. Original petitioner filed detailed reply stating that applicants contravened the provision's of the Companies Act, 2013. It is also stated that the applicants moved the said application in collusion with Ms. Sonal Parikh who is respondent No. 9 in the main petition. In support of the same, he placed copy of SMS from Ms. Sonal Parikh asking the promoters to offer their shares for a fancy price. It i....
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....res of a public company. The said decision of Hon'ble High Court was upheld by Hon'ble Supreme Court. In para 85 of the said judgment, Hon'ble Supreme Court observed as follows:- "85 For all the abovementioned reasons, we are unable to agree with the submission of the respondents that by the Amendment Act 53 of 2000 and more particularly sub-section (11) of Section 43A, the Parliament intended to curtail or destroy the collective right of the shareholders of a HYBRID company to impose/restrictions on the rights of the individual shareholders to have unfettered right of transfer of their shares. Such a restriction which, in our view, constituted a restriction on the fundamental rights under Article 19(1)(c), requires a more express legal authority and cannot be brought in by inference." 24. In the case on hand, Vadodara Stock Exchange Limited is a public limited company although it is not a listed company, Therefore, shareholders of Vadodara Stock Exchange Limited have got every right to sell their shares. 25. The main objection of the original petitioner and respondent No. 7 is that the applicants in collusion with Ms. Sonal Parikh filed this petition and Ms. Sonal P....