2019] 159
compendious
method
of
describing
the
partners.
Such
is,
however,
not
the
case^
of
a
company
which
stands
as
a
separate
juristic
entity
distinct
from
the
shareholders.^
It
was
submitted
on
behalf
of
appellant
that
on
10. 5. 2005
Hillcrest
had
no
voting^
right
under
section
87 ( 2 )(
b)
of
the
Companies
Act,
as
there
was
no
profit
and^
no
dividend
due.
Accordingly,
no
oppression
can
be
said
to
have
been
caused^
to
Hillcrest
by
inter setransfer
of
shares
by
resolution
dated
10. 5. 2005.
Moreover,^
Hillcrest
had
no
right
to
requisition
an
EOGM
under
section
169 ( 4 )
of^
the
Companies
Act.
Thus,
action
of
not
calling
of
EOGM
does
not
amount
to
oppression.^
Hillcrest’s
contention
that
preference
shareholders
had
acquired
voting^
rights
under
section
87 ( 2 )(
b)
to
requisition
a
meeting
under
section
169 ( 4 )^
is
misconceived,
in
that
section
98 ( 2 )(
b)
only
provides
that
preference
shareholders^
would
only
be
entitled
to
vote
on
every
resolution
placed
before
the^
company
at
any
meeting.
Even
otherwise,
the
ground
of
HQRL
not
remain
ing -
subsidiary
of
Moral
(a
public
company)
has
itself
been
diluted
by
Hillcrest,
as^
can
be
seen
from
the
note
with
the
heading
“Shareholding
pattern
of
R 1
(HQRL)”.^
It
is
relevant
to
mention
here
that
it
was
held
by
the
High
Court
of
Bombay^
in
CDS Financial Services(
Mauritius)
Ltd.v. BPL Communications
Ltd.
[ 2004 ]
56
SCL
665 ,
that
RBI’s
special
permission
under
the
special
laws
of^
FEMA
will
prevail
over
the
provisions
of
the
Companies
Act,
1956.
If
the
analogy^
of
the
High
Court
in
impugned
order
is
applied
then
all
earlier
meet
ings -
of
HQRL
deserve
to
be
declared
void
as
violative
of
sections
286
and
300.It
was
also
urged
by
Mr.
Misra,
learned
senior
counsel,
that
the
finding
of
the^
High
Court
as
to
provision
under
section
108
of
the
Companies
Act,
1956
and^
thereafter
initiating
the
proceedings
under
section
340
Cr.P.C.
against
Mr.^
R.P.
Mittal
was
also
erroneous,
as
the
High
Court
had
itself
recorded
that
there^
was
no
record
available
with
the
bank
to
ascertain
when
the
certificates
were^
released
to
the
Mr.
R.P.
Mittal.
The
Rights
Issue
in
2009
was
illegal
and
was^
only
brought
in
to
give
the
majority
to
Mr.
Ashok
Mittal,
even
though
the
issue^
was
not
part
of
these
proceedings.In
the
wake
of
aforesaid
submissions,
the
appellants
prayed
that
the
im
pugned -
order
of
the
High
Court
passed
in
CoA.
(SB)
No. 4 / 2006
be
set
aside.
The^
appellants
have
also
sought
a
declaration
that
Hillcrest
as
preference
shareholder,^
is
not
entitled
to
vote
under
section
87 ( 2 )(
b)
of
the
Companies
Act,^
1956 ,
nor
can
requisition
a
meeting
under
section
169 ( 4 )(A)
of
the
said
Act.^
Mr.
Misra
submitted
that
the
appellants
be
sent
back
into
the
manage
ment -
of
HQRL.It
was
submitted
by
Mr.
Jaideep
Gupta,
learned
senior
counsel
for
HQRL
that^
the
interest
of
the
company
must
be
uppermost
in
the
mind
of
the
Court
while^
granting
relief
in
a
petition
under
Section
397
of
the
Companies
Act.It
was
argued
that
it
is
well
settled
that
the
company
does
not
merely
rep
resent -
the
interest
of
the
shareholders
but
also
a
much
wider
group
of
entities
which^
would
include
employees,
creditors
and
public
in
general.
Reliance
wasRam Parshotam Mittal
v.
Hotel Queen Road (P.) Ltd. (SC)