Home Case Index All Cases Companies Law Companies Law + Board Companies Law - 2007 (6) TMI Board This
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2007 (6) TMI 543 - Board - Companies LawActs of oppression and mismanagement - removal of director - Increase in the shareholding - company maintaining two sets of Minutes, one signed and other not signed - Petitioner No.1 himself was a wrong doer - HELD THAT:- In the present petition the respondents have succeeded in proving the unclean hands of the petitioner. The petitioner himself being a wrong doer is not entitled to any relief and it is settled law that the CLB may refuse to grant relief where the petitioner does not come to the court with clean hands. Thus, I find that the petition is not maintainable even on the basis of the preliminary objections raised in this case. I find that the respondents are right in contending that the provisions of Section 80(1A) are not applicable to this case and that the removal of the petitioner as director has been as per the compliance with the law. The petitioner was very much aware of his removal, he was served with the notice of EGM on 13.1.2003. Though the petitioner has denied the receipt of this notice served under Certificate of Posting, the circumstances of assessee make it amply evident that the petitioner was in full knowledge of his removal from 4.1.2003 when the first notice of his removal was received by him. However, even if the petitioner's contention is believed to be true that the last notice sent under Certificate of Posting was not received by him an action in contravention of law may not per se be oppressive. The CLB, however, will have to consider the entire materials on record and the totality of the circumstances of the case. Otherwise too, the directorial complaints cannot be entertained in a petition under Sections 397 and 398 of the case and particularly so when the petition already stands dismissed on account of preliminary objections. Increase in the shareholding, the petitioner had failed to make out a case that the petitioner groups' shareholding has been reduced from 51.40% to 33.33%, that it has been made with merely for an extraneous purpose and not in the interest of the company but to gain control over the affairs of the company. Rather it is a case where the petitioners' had themselves consented, though a tacit consent, to revert back their shareholding to 33.33.% for each of the promoters/directors from 51% immediately after the transfer of land (belonging to AVI trading partnership firm of petitioners) in the name of AVI Sales Pvt. Ltd. i.e. the respondent No.1 company to get over the hassles and to override the provisions of liability of transfer charges. Thus, even this allegation of petitioner fails on account of their consent and acquiescence as this transfer and reduction in share was done on 18.2.2002 and this petition has been filed in Feb. 2005. As regarding the only other allegation of maintaining two sets of Minute Books of Meetings, the CLB's Bench Officer's report explains it all. The unsigned minutes were basically a computer printout taken in the absence of directors. The petitioners have failed to make out a case even on merits. Thus, I find no reason to allow the petition. The petition is hereby dismissed. All interim orders stand vacated. All CAs stand disposed off.
|