TaxTMI 
TaxTMI 
2024 (10) TMI 1793
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.... impugned order dated 20.05.2022 wherein a petition under Section 241-242 of the Companies Act, 2013 filed by the Appellant herein was dismissed on the ground the appellants have no locus to file a petition since were not members of M/s Tezalpatty Tea Company Pvt. Ltd. and M/s Mohijuli Tea Company Pvt. Ltd. 2. It is urged initially Smt. Rumena Rahman and Mr. Adilur Rahman were partners in M/s Tezalpatty Tea Company and M/s Mohijuli Tea Company. However, these firms were converted into private limited companies and admittedly there were 5 shareholders, all family Members, namely Late Mrs. Rumena Rahman, Mrs. Nilufar Rahman, Late Adilur Rahman, Atikur Rahman and Nazma Husain Hazarika sister of Late Mrs. Rumena Rahman in these two companies....
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....eeking relief against oppression and mismanagement though the latter remedy requires establishment of winding up on just and equitable ground as a precondition for its invocation. It would be rather incongruous to hold that the case for winding up on just and equitable ground can be made out by the legal representatives under Section 439(4)(b) of the Act but not the other. This does not appear to be logical. It appears to us that to hold that the legal representatives of a deceased shareholder could not be given the same right of a member under Sections 397 and 398 of the Act would be taking a hyper-technical view which does not advance the cause of equity or justice. The High Court in its judgment under appeal proceeded on the basis that l....
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.... Chairman of the company and had the controlling interest. It would, therefore, be wrong to insist their names must be first put on the register before they can move an application under Sections 397 and 398 of the Act. This would frustrate the very purpose of the necessity of action. It was contended on behalf of the appellant before the High Court that if legal representatives who were only potential members or persons likely to come on the register of members, are permitted to file an application under Sections 397 and 398 of the Act, it would create havoc, as then persons having blank transfer forms signed by members, and as such having a financial interest, could also claim to move an application under Sections 397 and 398 of the Act. ....
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....irst aspect of the matter." 7. Further in Positiveedge Technology Pvt. Ltd. & Anr. Vs. Asmita Katdare & Anr. Company Appeal (AT) No. 177 of 2020, this Tribunal held as under: "5. We have carefully gone through the various submissions made by the parties and are observing as follows: a. It is very much clear that both the Appellants and the Respondents are known to each other for a long time and knows each other families also. It is not in dispute that the Appellant No.2 has purchased the share of California, US based Company on the same identity from the Respondents. It is also not in dispute that in the objections filed by the Appellant before the Tribunal, they have not raised the issue of mother as an inheritor. The ....