In Brief
Ram Parshotam Mittal owned Hotel Queen Road Pvt. Ltd. (HQRL), a Delhi hotel. In three Board meetings between 2004–2005, Mittal and his wife allotted shares to themselves and transferred shares from parent company Moral to Mittal, allegedly without notice to co-director Ashok Mittal (Mittal's brother) and in violation of laws on director conflict of interest. Preference shareholder Hillcrest challenged the allotments as oppressive under the Companies Act. The Supreme Court upheld the High Court's decision to cancel the share allotments, finding that the Board meetings violated mandatory procedural rules (no notice to Ashok Mittal), conflicted-director provisions, and share-transfer documentation requirements. The Court held a series of breaches collectively constituted oppression, as R.P. Mittal's group excluded Ashok Mittal (who had substantially funded the company) and Hillcrest from share offers.
The lawyer headnote and full judgment text are available to registered users.