Home Case Index All Cases Companies Law Companies Law + Tri Companies Law - 2017 (1) TMI Tri This
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2017 (1) TMI 462 - NATIONAL COMPANY LAW TRIBUNAL, AHMEDABADOppression and mismanagement - removal of petitioner as director - Petition for winding up of the company - theft of intellectual property was levelled against the petitioner by the company - Held that:- the removal of Petitioner as director has been done duly following the procedure contemplated under the Act and Articles. - the material on record justifies the management of the company to come to a reasonable conclusion that it is in the interests of the company to remove the petitioner from management of the company. Further Petitioner did not choose to disclose his interest in other companies to Respondents at a right point of time. The crucial test whenever a director was removed from the board of the directors is, whether it has been done with an intention to keep the removed director away from the management of the company to have their own man in the management of the company or with a view that the presence of the removed director is detrimental to the interest of the company. The removal of petitioner as Director of the company does not stand to judicial review. Therefore, Respondent no. 2 giving cheque power to another Director in the place of petitioner by itself cannot be canvased as one of the ground in support of the plea of mismanagement. Increase in the share capital - Held that:- when the 2nd Respondent took decision to increase the share capital of the company which is within the knowledge of the Petitioner, it cannot be said that increase in the paid up share capital or allotment of shares to his group is an act of mismanagement unless and until it is shown that such course of things are detrimental to the interests of company and causes prejudice to the exercise of rights by the minority shareholders. One of the reliefs sought by the petitioner in this petition is to direct any of the parties either to sell or purchase the shares of other parties, after reducing the paid up capital increase in the year 2010 and by taking the share of the Petitioner as 20% of the paid up capital by bidding. In view of the above said findings and as per the admission of Respondent in the reply the shareholding of the petitioner on the date of filing of the petition was determined as 10.96% of the paid up capital of the Company. In the result petitioner is not entitled for any of the reliefs as prayed for by him in the petition. But the following directions are just and reasonable in the facts and circumstances of the case: Respondents 2 to 7 are directed to purchase the 10.96% shareholding of petitioner in the paid up share capital of the 1st Respondent company with their own funds, as per the value of equity share of 1st respondent company determined by the valuer appointed by this Tribunal, on the application filed by the petitioner, in case petitioner is willing to sell his share capital. This petition is disposed of accordingly with the terms and directions.
|