BOIRON Vs. SBL PRIVATE LIMITED

JUDGEMENT

(1.) The present appeal is directed against the impugned judgment and order passed by the Company Law Board on 11.3.1998 in Company Petition No. 63/1997.

(2.) By this judgment and order, I propose to dispose of the said appeal preferred by the appellant under Section 10F of the Companies Act. The appellant assails the findings of the Company Law Board on the ground that the said findings are not supported by materials on record and are contrary to or irreconcilable with the evidence on record. According to the appellant, the said judgment is also contrary to several mandatory requirements of the Companies Act, particularly, the provisions of Sections 283, 291, 209(4A), 370 and 301 of the Companies Act.

(3.) The appellant which is a French Company holding 30% of the share capital of SBL Pvt. Ltd. has filed a petition under Sections 397 and 398 of the Companies Act alleging various acts of alleged oppression and mismanagement in the affairs of the Company. SBL Pvt. Ltd., the respondent No.1 was incorporated some time in the year 1979 with the technical know how provided by the appellant. Originally there were four groups of shareholders including the appellant Company, but, some time in the year 1985, there was change in the shareholding and the respondent No.3 through its associate Company, respondent No.2, became the major shareholder holding about 60% shares in the Company. The aforesaid change of shareholding came about with the consent and concurrence of the appellant who is holding 30% shares in the Company. After gaining majority control, the respondent No.3 has been managing all affairs of the Company. The relationship between the two took a different turn some time during later part of 1996 culminating in filing of the application under section 397 and 398 by the appellant.