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2017 (4) TMI 1253 - NATIONAL COMPANY LAW TRIBUNAL, KOLKATAOppression and mismanagement - Held that:- When the respondents requisitioned the EOGM of R-1 company to consider and approved the removal of the petitioner, he approached the Hon'ble CLB and had obtained an ad-interim order by which they were allowed to continue as a director of the board of R-1 company. The petitioner contended that the R-1 company is really in the nature of the partnership firm in the guise of a private limited company and hence all the legal rights of the shareholders are subject to equitable consideration. The petitioner had earlier contended that there is a situation of deadlock and unless the Hon'ble Board intervenes, the R-1 company will suffer a tremendous loss and have also stated that normal functioning of the R-1 company is no longer possible by reason of the deteriorating relationship between the shareholders. The petitioner had proposed that fair valuation of the R-1 company may be made and had agreed with members of the board of directors of the R-1 company and it was resolved to appoint M/s. Vani Consultants Pvt. Ltd. as valuer of the assets and liabilities of the R-1 company and directors had agreed to show respect and agree with the valuation report of the consultant as per the unanimously signed resolution dated 02/01/2014. Hence it is apparent that the petitioner himself proposed to exit the company and as he himself proposed the name of the valuer for valuing the properties of entire companies of the Prowess Groups. However the valuation report has not been accepted by the board of directors and hence recommendation therein were not acted upon. From the instances mentioned above it is clear that the petitioner is not cooperating in the management of the R-1 company and the petition has been made without mentioning all the relevant facts. The petitioner seeking equity should come out with clean hands. On careful consideration of the pleadings and arguments, it is felt that it is just and equitable to dismiss the Petition to protect the interest of the R-1 Company and its stakeholders.
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