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2016 (1) TMI 421 - HC - Companies LawOppression and mismanagement - CLB accepted the case of Respondent Nos. 1 and 2 of oppression and mismanagement, and dissolved the Board of Directors of Appellant no.2 and reconstituted the same - Held that:- . As rightly held by CLB, it is inconceivable that Appellant No.1, who is an industrialist and who has been running the Company having net worth of crores of rupees (with financial assistance worth about ₹ 124 crores from banks), was not aware of the consequences of the documents or that he signed the documents under a belief that they would not be used for any purpose other than for arranging the additional finance of ₹ 10 crores. There was adequate material before CLB to come to this finding and no question of law arises for the consideration of this Court in connection therewith. There is no substance in the Appellants' contention that this was a matter for the Civil Court to decide by reason of being a complicated question of fact needing extensive evidence. In the facts of the case, it was obviously for the Appellants to discharge the onus to show that the documents were signed under misrepresentation or were otherwise not binding. They could very well have led evidence in this behalf . There is nothing on record to show that they offered to lead any evidence on the subject besides what was produced before CLB or were denied any opportunity to lead further evidence. Parties take various positions in their pleadings. What is considered at the hearing by any Court or tribunal is the submissions advanced before it at the hearing. Without advancing submissions on a particular issue, and that too on an issue of fact, a party cannot fault an order of the Court or the tribunal relying on its case on the issue pleaded in its pleadings. That would clearly spring a surprise on the opponent and compromise the integrity of the trial. Besides, the parties have clearly acted on the resolutions passed at the EOGM; the Appellant in Company Appeal (Lodging) No. 46 of 2013 was a nominee director of promoters represented by Appellant No.1 in the main appeal and has himself signed the share certificates issued to Respondent Nos. 1 to 3 in pursuance of decision take at the EOGM of 5 March 2010. It was the case of Respondent Nos. 1 to 3 before CLB that he was part of the management under Appellant No.1; that many general meetings were called by the Company likewise with a short notice; and that he had notice of the Board meeting as well as EOGM of 5 March 2010. Had the submissions concerning want of notice been placed before CLB, all these relevant matters would have been considered by it. It is too late in the day to now agitate these issues. In that view of the matter, it is not necessary for me to consider the case law cited by learned Counsel on merits of the submissions on consequences of want of notice. The impugned order does not, in the premises, suffer from any error of law in this behalf. There is no substance, thus, in any of the submissions advanced by the Appellants. All three Company Appeals are accordingly dismissed.
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