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2013 (7) TMI 78 - HC - Companies LawMaintainability of application - not enough support for filling petition - Mismanagement of the affairs of the company - oppression to the minority shareholders - Held that:- On a plain reading of the Power of Attorney, it would appear the Power of Attorney was signed by Gaggar to facilitate compliance all formalities of registration of the shares as also the utilization of shares so long it was not registered with the company. Even if the Power of Attorney as well as affidavits of Gaggar and Lodha taken together it would find, Gaggar did not deny sale of shares. Even if Lodha exercised power on behalf of Gaggar that would relate to only the shares that were sold by Gaggar to Lodha. Gaggar executed the Power of Attorney so that such power could be used by the purchaser through the constituted attorney being two Directors of BDPL. Hence, the consent was valid. No rigid restricted meaning of Power of Attorney in this regard be given. Gaggar never authorized his attorneys to use his power other than his right over the shares. The learned Judge did not apply His Lordship’s mind on the issue. His Lordship did not assign any reason why it would be unsafe to rely on the support of Gaggar when it was in consonance with the wishes of the beneficial owners. Mr. Gaggar never raised his finger towards the transactions. He denied having read the petition. Even if we give full credence to what he had said, such positive averment on behalf of Chatterjees in their petition would be superfluous as it was not the legal necessity. Thus the petition filed by Chatterjees maintainable. Hence, BDPL would be entitled to be transposed and/or substituted in place of Chatterjees in the proceeding & direct the department to substitute BDPL as the petitioner with permission to proceed with the application - request the Single Judge to give priority to the matter as it was pending for last 22 years.
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