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 extraordinary general meeting of the shareholders of the appellant-company was convened on December 15, 2006. In this extraordinary 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 extraordinary general meeting held on March 19, 2007, the shareholders of the appellant-company ratified and confirmed the minutes of the earlier meeting, which had been held on December 15, 2006. The plaintiff, who holds 192 shares of the appellant-company, was also a party to the resolutions dated December 15, 2006 and March 19, 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.

4. Notwithstanding the resistance, which the plaintiff claims to have so offered to the sale of shares to outsiders, the fact that the plaintiff had, eventually, become a party to the two resolutions aforementioned is not in dispute. What is in dispute is as to whether the plaintiff had raised his objection to the resolutions, which, according to the plaintiff, were sought to be adopted by the said extraordinary general meeting. Be that as it may, the total paid-up shares of the appellant-company are as many as 23,700 and the appellant holds, admittedly, barely 192 shares.

5. On the strength of the resolutions dated December 15, 2006 and March 19, 2007, adopted by the shareholders as mentioned hereinabove, the board of directors, in its meeting held, on August 14, 2007, resolved, inter alia, to transfer the equity shares of the appellant-company (held by the shareholders) to the prospective buyers offering highest price.

6. While, according to the plaintiff, he had expressed the desire to buy the shares of the other shareholders of the appellant-company at the maximum price, which might be offered by an outsider, and the appellant-company denies the same, the admitted position is this : Based upon the resolutions dated December 15, 2006 and March