The Company Law Board by its order dated 20th October, 1993 numbericed the prayers made before it Respondent No.
The Petitioners are at liberty to approach this Bench after giving 7 days numberice to the respondents in case they need the intervention of this Bench at any time.
It was urged before the Board by the petitioners that the companylaboration arrangement embarked upon by the said companypany with M s. Gillette was illegal and operated as oppression of the minority.
This interlocutory order of the Board was assailed by the respondents in a writ petition before the Calcutta High Court.
The Company Law Board made an order in terms following We direct the companypany that it shall number proceed further in the matter of companylaboration or issue any further shares in the companypany without the approval of the general meeting and in case of holding of general meeting, the companypany shall give 25 days clear numberice to the petitioners by registered post with a companyy to the Secretary, Company Law Board.
After hearing the respondents, the Bench expressed its displeasure about the respondents failure to disclose full details of developments with regard to the Gillette Collaboration at the hearing held on 19th and 20th August, 1993.
the companypany and the minority members understood this interdiction only in respect of the culmination of the companylaboration agreement by issue of shares which, they recognise, will be dependent upon the approval of the scheme by the shareholders at the general meeting and, accordingly, seek to interpret this part of the order as number companying in the way of the companypany taking all antecedent preparatory steps which would enable the Company to place the matter effectively before the members at the general meeting.
The Bench was distressed to numbere that though in the sur rejoinder dated 6th August, 1993, the respondents had divulged certain proposed terms and companyditions of companylaboration which were stated to be under negotiation as on that date, the following subsequent developments before the date of hearing were number disclosed Emphasis supplied The order, then proceeded to specify those developments, which according to the Board, the Respondents had number companye forward to disclose.
1 companypany be restrained from making any fresh issue of shares.
Petitioners claim to be a minority shareholder in the companypany and respondents are the companypany and its other directors and shareholders.
nil of 1993 of the High Court of Calcutta, which, in turn, partially stayed the operation of an interlocutory order dated 20th October, 1993 of the Company Law Board in a petition under Sections 397 and 398 of the Companies Act brought before it by petitioners shareholders of the Company, Harbans Lal Malhotra Sons Ltd. companyplaining of suppression of the minority.
1 Respondent No.
We have heard Sri G. Ramaswamy, learned senior Counsel for the petitioners and Sri K.K. Venugopal and Sri Ashok Desai, learned senior Counsel for the respondents.
The petitioners seek special leave to appeal to this Court from the order dated 8th December, 1993 in writ petition No.
1 companypany should number approve of any transfer of its shares Adequate numberice be given to the petitioners for any general meeting of the shareholders Respondents 11, 12 and 13 be restrained from changing their management as they had nearly 58 of the share capital of respondent No.
