Category: Board Meetings

ISSUE:

Whether the appeal was maintainable?

Whether a petition under Section 397 can be filed on account of a single act of oppression?

Whether oppression must be of minority shareholders by majority shareholders?

RULE:

An irregular or illegal action is not per se oppressive but the illegality of action may have a bearing upon its oppressiveness.

A resolution passed by the directors may be perfectly legal and yet oppressive, and conversely, a resolution that is in contravention of the law may be in the interests of the shareholders and the company.

ISSUE:

Whether civil courts can interfere with the internal management of a company?

When is the notice for a board meeting considered to be served?
Whether resolutions can be passed on matters not listed on the agenda of the notice of meeting of board of directors?

Is it a duty on the director, who has personal interests in a contract/agreement being entered into by the company, to disclose such interests at the board meeting?

RULE:

It is imperative for a director to be well rehearsed with the ambit of his/her duties especially with regard to meetings of the board as they display a responsibility towards all members.