Saturday, January 16, 2016

Transfer of shareholding on basis of disputed MOU was clear act of oppression by respondent

The High Court of Bombay held that where respondent group on basis of a disputed MOU with appellant group had held board meeting, issued duplicate shares and transferred shareholding of appellant group in its favour at valuation which was not acceptable to appellant group, action of respondent group was a clear calculated act of grossest oppression.

In case of Buragohain Tea Co. Ltd., the High Court of Delhi held that where Court in principle agreed to sanction scheme of amalgamation whereby entire undertaking of transferor company was proposed to be transferred to transferee company but found exchange ratio to be unfair and unjust and not based on market realities, Registrar of Companies was to be directed to examine matter through experts and determine a fair and just exchange ratio.

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