I.A.ANSARI, J. - (1.) The appellant, a private limited company, was, originally, incorporated, under the Companies Act, 1930, and is, therefore, an 'existing company' within the meaning of the provisions of the Companies Act, 1956. The appellant-company is in the business of manufacture and sale of tea and owns a Tea Estate, which is run under the name and style of Radhabari Tea Estate, situated in the district of Golaghat, Assam (hereinafter referred to as the 'appellant's Tea Estate'). For the last few years, the appellant's Tea Estate ran into losses. Consequently, the appellant's Tea Estate has not been able to make payment of its various dues, such as, electricity dues, creditors' dues, statutory levies as well as demands from the financial institutions. The electricity supply to the said Tea Estate stands disconnected since the year 2007 and the appellant's bank has also declared the appellant-company as a non-performing asset and has accordingly initiated proceedings against the appellant-company in the Debts Recovery Tribunal, Guwahati.
(2.) On the ground that the financial condition of the appellant-company did not make it feasible for the appellant-company to run its business, an Extra-Ordinary General Meeting of the shareholders of the appellant-company was convened on 15.12.2006. In this Extra-Ordinary General Meeting, a resolution was adopted that the appellant's Tea Estate along with its assets and liabilities would be sold so that the dues of the appellant-company could be liquidated. The resolution also empowered the Board of Directors to negotiate with the highest bidder and sell the shares of the appellant-company without calling for any General Meeting of the appellant-company. By another Extra-Ordinary General Meeting held on 19.03.2007, the share holders of the appellant-company ratified and confirmed the minutes of the earlier meeting, which had been held on 15.12.2006. The plaintiff, who holds 192 shares of the appellant-company, was also a party to the resolutions, dated 15.12.2006 and 19.03.2007.
(3.) However, while it is the case of the appellant-company that all the shareholders of the company, including the plaintiff, had, in the beneficial as well as public interest, empowered the Board of Directors of the appellant-company, by their two resolutions aforementioned, to transfer the shares to any person offering the highest bid so that the liabilities of the appellant-company could be liquidated, the plaintiff-respondent contends that he had objected to the decision to sell the shares to outsiders and had opted to exercise his pre-emptive right to purchase shares at the highest value, which may be offered, in this regard, by any outsider.;