ISSUE:
Whether the Act of NIIL issuing right shares at a price much lower than the market price to the existing Indian shareholders only constituted an act of “oppression” against the Holding Company under Section 397 of the Indian Companies Act, 1956?
Whether there is an abuse of fiduciary powers by the Indian Stakeholders and whether the appointment of Silverstone as Additional Director in the board meeting is valid?
Whether the court could decide a case, where there are allegations of mala fides and abuse of fiduciary powers, solely based on affidavits and no oral evidence?
RULE:
The term “Oppressive” manner indicates acts that are “burdensome, harsh and wrongful”. An isolated act, which is against the law, cannot be said to be “oppressive” unless it has a mala fide intention behind it or if that act was “harsh, burdensome and wrongful”.
The person alleging oppression against the other party has to show how the oppression led him to compromise on his decision and surrender to an act that lacks integrity, an act that is on the face unfair and had affected his proprietary rights.