BAGRI CEREALS PVT LTD Vs. STATE

JUDGEMENT

(1.) RELIEF against the oppression of minority in the corporate management has been provided under the provisions of the Companies Act in Sections 397 and 398. The statute provides that in the event of oppression of a member or members. Law courts would be within its jurisdiction to grant such relief or reliefs as the court may deem fit and proper having due regard to the concept of justice.

(2.) IN the instant matter the petitioner has moved this Court for redressal of such a grievance. Before, however, adverting to the rival contentions, the preliminary point in regard to the maintainability of the application as raised by Mr. Sen ought to be dealt with at this juncture as that goes to the very root of the matter. The preliminary point refers to the non-maintainability of the action before the Court by reason of lack of necessary averments as provided in Section 397 (2) (b) read with Rule '88 of the Companies Court Rules framed under the Companies Act, 1956 and the form prescribed being Form No. 43. For convenience the above-noted provisions are noted herein below : -

(3.) RELYING on the above-noted provisions it was contended that on a plain reading of Section 397 (2) (b) read with Rule 88 and Form 43 that it is for the petitioner to allege that to wind up the company would be prejudicial to the members of the Company but the facts and circumstances of the case justify the making of the winding up order on the just and equitable ground. Mr. Sen drew attention of the Court that since no case for winding up has at all been made out in the petition and in the absence of pleading of winding up, the petition is liable to be dismissed in limine, as otherwise the petition does not disclose a cause of action.