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2014 (8) TMI 1111 - Board - Companies LawActs of oppression and mismanagement - petitioners under sections 397 and 398 of the Companies Act, 1956 - Held that:- Valuation of the property of the company in the form of resort was done by the valuer appointed as per the direction of this hon'ble Board and sufficient efforts were made by appointing property dealer to sell the property at a price higher than the aforesaid valuation by the valuer so that the proceeds after payment of the liabilities of the company could be distributed amongst the petitioners and the respondents in the ratio of their shareholding. However, no buyer could offer the price higher than the aforesaid valuation done by the valuer. Not only this, neither the petitioners nor the respondents are also willing to buy out each other. Apart from this, the proposal of division of the property, i.e., resort in the ratio of the shareholding of the petitioners and the respondents by way of maps given through C. A. No. 416 of 2011 were also objected by the respondents as the said division would result in stoppage of business operation of the company and even reasonable price may not be received out of the sale of unviable portions of the land/property. Under these facts and circumstances, it is considered appropriate in the interest of the company that the business operations be continued with the co-operation of the petitioners and the respondents and both the petitioners and the respondents to get the property valued again as per the current market conditions and to sell the property at reasonable price for distribution of proceeds in the ratio of their shareholding after paying off the liabilities. The business of the respondent-company should continue with better co-ordination and co-operation amongst the petitioners and the respondents and, hence, it is held that : (i ) The resolutions passed in the extraordinary general meetings held on November 15, 2010 and December 14, 2010, for removal of the petitioners as directors were bad in law and, hence, null and void ; (ii ) The petitioners are hereby restored as directors of respondent No. 1-company ; (iii ) The petitioners and the respondents to co-operate with each other and to get the property valued again through the renowned valuer as per the current market conditions and, therefore, the property be sold at a reasonable price and the sale proceeds be distributed in the ratio of the shareholding of the petitioners and the respondents after the payment of liabilities of the respondent-company ; (iv ) The respondent-company is to make necessary changes/alterations in the statutory records and the returns with the Registrar of Companies within 30 days.
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