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2017 (10) TMI 1132 - NATIONAL COMPANY LAW TRIBUNAL CHENNAIWinding up petition - Company Petition under Sections 397 and 398 of the Companies Act, 1956 - scope of default - Held that:- It is clear that the R1 Company is a family concern which has been run on informal basis and for the benefit of the shareholders (who are all family members and relatives). The petitioners has stated that the R2 has misused the power of attorney available with him to deprive the R1 Company and the petitioners have stated that the purchase consideration was not credited to the bank account of the R1 Company. However, except for the Profit and Loss account and balance sheet for the financial year 2005-2006 no other statements containing facts like statement of bank accounts, Board Resolutions, Annual Returns for the subsequent periods etc. have been produced neither by the petitioners nor by the respondents. As against the issues raised by the petitioners against R2 a series of allegations against P1 have been made by the R2. The petitioners undoubtedly are the majority shareholders and also have representation in the Board. They could have taken up the issue in the Board Meeting or could have even removed R2 as a Director of the Company. For reasons best known to the petitioners, R2 has continued to be a Director in the Board till date. On these grounds alone the company Petition is liable to be dismissed. The Petitioners have challenged single/isolated past concluded transaction, that took place on 2nd July, 2004, of which he had the knowledge, as it is admitted fact that during 2009, the Petitioner sold properties in the same building in 10th Floor, so was aware of structure on the terrace, and have filed the Petition after the lapse of around 7 years from the date of the transaction in question. Therefore, a single/isolated past concluded transaction cannot be a base for seeking relief under Sections 397 and 398 of the Companies Act, 1956.
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