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2015 (5) TMI 1117 - Board - Companies LawOppression and mismanagement - petition is filed under sections 397 and 398 read with section 402 and 403 of the Companies Act, 1956 - Whether the petitioner has made out any case seeking injunction restraining the respondents from removing the petitioner from the post of director of the RI Company? - Held that:- Invariably in settlement of disputes, the interest of the company is paramount. As regards the removal of Director is concerned the decision of the shareholders is sovereign. A decision taken by the majority of shareholders is final and binding on the shareholders of the company. A director cannot claim any right to continue in the office against the collective decision of the shareholders under the garb of family company. Though the members of the family may start a business in the name of the company, due to its groom over a period of time it may lose its sheen as a family in the long run. As the business and family grows simultaneously, it is quite probable and inevitable that differences also arise among members of family in control of the business due to varied opinions. In a family run business such differences arise not due to any business/commercial decisions but rather giving importance or nurturing the growth of their own kin. Thus as long as the thread of goodwill runs through the family any decision taken for the sustenance of the family bond would survive the test of time. The notion of family company may be lost, if members of the family start fighting among themselves to further their self-interest rather than the interest of the company. It is not uncommon, that we find that fully grown family companies of yester years have of late been in news about rift between members of family as every members Of the family wanted to independently run a business. Once a bond is broken or severed, it is difticult to unite. In such a scenario, it cannot be called a family company, as the underlying principle of 'give and take' does not subsist. Whether the petitioner is entitled to seek a permanent injunction restraining the respondents from interfering with the carrying on duties enjoined on the petitioner in relation of Unit 'C' of the RI Company - Held that:- In view of the aforesaid the petitioner cannot seek any relief against the Articles of Association of the company. Hence the petitioner is not entitled to seek a permanent injunction restraining the respondents from interfering with the carrying on duties enjoined on the petitioner in relation of Unit C or the RI Company. Accordingly, the issue is answered against the petitioner. The petitioner has not made out any case either on oppression or on mismanagement and the petition is miserably failed and liable to be dismissed.
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