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2021 (5) TMI 396 - NATIONAL COMPANY LAW TRIBUNAL , KOLKATA BENCHOppression and mismanagement - one director of the company, was intentionally not invited for the board meeting of 20.12.2020 - the three directors passed resolutions to increase their salary without the knowledge of director who was not invited in the meeting - financial statements were signed without obtaining the approval of the board members at a duly convened meeting - AGM conducted by the three directors without the knowledge of Mr. Rahul Modi and without sending any notice to the Mohan Goenka group. HELD THAT:- There is broad admission that the company is a family-owned company. The board representation was 3:1 in favour of the petitioners. The act of Mr. Rahul Modi, the representative of the respondent group, on the board for a single board meeting is the prime cause of the respondents putting motion the legal process for removal of the three directors of the petitioners group. There is no allegation of any financial misdemeanour in the form of siphoning off funds or business of the Respondent No. 1 Company in the requisition for removal of the existing directors representing the petitioners group. There are no merit in the contention of Mr. Joy Saha, learned Senior Counsel for the petitioners, that there must be good reason to overturn an arrangement which appears to have worked satisfactorily for about twenty-one years. The primary reason given - though not the only reason - is the alleged omission to invite the sole representative of the respondent group for one solitary meeting of the board. This is not enough. The complete exclusion of the petitioner group from the board cannot be justified merely by pointing out that the meeting is a validly convened meeting, that the resolutions were duly approved and therefore the court should not intervene. There is no gainsaying that the principles of equity have been greatly disturbed by the act of the respondent group in removing all the three directors of the petitioner group and assuming 100% control of the board. The petitioners have made out a prima facie case for grant of the interim reliefs. List the main CP for hearing on 20.07.2021 for further consideration.
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