Whether the rule of majority, was established in the case of Foss v. Harbottle [(1843) 67 ER 189], is still relevant ? Narrate your answer with relevant provisions of the Companies Act, 2013 and in light of the decided c
CS Professional · Governance, Risk Management, Compliances and Ethics · PYQS · June 2019
Whether the rule of majority, was established in the case of Foss v. Harbottle [(1843) 67 ER 189], is still relevant ? Narrate your answer with relevant provisions of the Companies Act, 2013 and in light of the decided case law.
Answer & Explanation:
In the case of Foss v. Harbottle [1843] , it was held that the Courts would not generally interfere with the decisions of the company which it was empowered to take in so far they had been approved of by the majority and made exceptions to breaches of charter documents, fiduciary duties and frauds or oppression and inadequate notice to the shareholders. The principle is still relevant as the court was right in ruling that every shareholder is bound by the terms and conditions of incorporation of the company, which operated as a set of mutually binding obligations. However, in the process of implementing the objectives of the company, one should not override the legitimate expectations of minority shareholders. The following are the various sections which deal with the minority shareholders under the Companies Act, 2013. Oppression & Mismanagement [Sections 241-246] Class Action Suits [Section 245] Appointment of director by small shareholders (Section 151) Promoting the confidence of minority shareholders (Schedule IV – Code for Independent Directors) Case: In a judgment by Supreme Court, upholding the landmark judgement passed by Madras High Court (HC), ordered S V Global (SVG) Mill, which was carved out of the 200-year-old textiles major Binny, to pay ₹ 100 crore to minority shareholders to buy them out. The minority shares were owned by S Natarajan, one of the original promoters of Binny, and his associates. The Apex court, under Article 142 of the Constitution, directed that a sum of ₹ 100 crore be paid, to the respondents (associates of Natarajan) for the buyout of all the respondents' shares in the company.
Topics: Company Law
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