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2012 (7) TMI 56 - Board - Companies LawPetition for oppression and mismanagement - transfer of shares to the third respondent who is the wife of the second respondent done purposefully to capture the management and control over the company by the second and third respondents - assets of the company have been sold even though the liabilities of the company are yet to be cleared - removal of a partner/director is a gross act of oppression - Held that:- From the perusal of the deed of assignment it is evident that the first petitioner has signed the deed and he is having full knowledge of the sale of assets and receipt of consideration - as winding up of the company is concerned, it is for the company to take decision if the company is not doing any business and they feel that the company should be wound up - in the event of making profits by the company, the company can declare dividend to its shareholders as decided by the directors, therefore the contention of the petitioners that they should have logically paid one-third of the sale consideration is not correct - the appointment of 3rd Respondent was done away back in the year 1993 and the petitioner signed the annual returns and there is no document to show that the petitioner expressed his concern with regard to misrepresentation by the respondents. Raising of such issue after lapse of 16 years is completely unwarranted and an after thought - extraordinary general meeting to propose a resolution to remove the first petitioner reason given in the explanatory statement that the first petitioner has acted against the interest of the company, respondent’s intention to remove the petitioner as a director is quite evident and obviously the statutory provision, viz., section 283(1)(g) applied to remove the petitioner as a director, thus even in a quasi partnership, a partner/director can be removed if his acts are prejudicial to the interest of the company – against petitioner.
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