12-Oct-2022 07:52 PM
I have a doubt regarding MCS case.. CL 22 (S. Gopakumar Nair & Anr. V. OBO Bettermann India Pvt. Ltd. (NCLAT) Sir, I think there has been some confusion. 1. In Brief Facts point no. 4, petition before NCLT u/S 241 was filed by minorities (i.e. the appellants S. gopakumar Nair) and not OBO. 2. NCLT rejected the petition that the minorities do not hold min. 10% paid up share capital. Sir please if you could help explaining that case. Thank you
In the given case appellants had only 0.36% Shares in the company and OBO Germany (Holding Company) made attempts to buy out the shares of the appellants u/s 236 of the Companies Act, in spite of their resistance. Appellants filed an application to NCLT u/s 241, which was held not maintainable as they were not holding minimum shares as specified in section 241. Hence, appeal was filed before the NCLAT by appellants. NCLAT held that: 1. petition was maintainable as one of the criteria u/s 241 stated that the petition was maintainable if not less than one-tenth of the total number of members had filed an application making grievances of oppression and mismanagement. Thus appellants were eligible to file petition on the basis of the number of members.2. Section 236 could be invoked only in case of amalgamation, share exchange and conversion of securities and for any other reasons. It was observed that the words “for any other reasons” does not cover the given case. Thus, it was held that the respondents could not have invoked Section 236 to acquire the minority shares of the Appellants as the said provision wasn't applicable to their case. Hence, the appeal was allowed.
Answer given by Shubhamm Sir at 27-Oct-2022 11:49 PM