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2010 (2) TMI 577 - HIGH COURT OF GUJARATOppression and mismanagement - Held that:- the company and respondent No. 2 prevented the appellant and the members of his family from attending the meetings of the board of directors of the company. We also hold that the appellant and the members of his family have been removed by the company and respondent No. 2 from the office of the directors surreptitiously. The company and respondent No. 2 connived to increase the share capital at such meetings and clandestinely allotted additional 18,876 shares to respondent No. 2 and his group with a view to reducing respondent No. 2 and his group to a flimsy minority. We confirm the order of the Board to set aside the allotment of shares made on 24-11-2003, 14-7-2005 and 27-7-2005 totalling to 18,876 (2,876 + 14,000 + 2,000), the allotment is declared null and void and the status quo ante is restored. Also respondent No. 2 and the members of his family will, within three months from today, refund the amount of dividend received by them on the aforesaid 18,876 shares to the company. The action of the company and its board of directors in removing the appellant and the members of his family from the office of the directors is held to be illegal and is set aside. The appellant and the members of his family are restored as the chairman and joint managing director and the directors of the company.
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