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2016 (12) TMI 1820 - Tri - Companies LawOppression and mismanagement - Disposal of immovable property of company - HELD THAT:- The parties have acted in tandem till the passing of the Board resolution dated 30.07.2010 wherein the parties, namely petitioners 1and 2 and respondents 2 and 3 have made efforts to fortify the C & F business carried at Jharkhand and Bihar probably from the clutches of liabilities which they were well aware was looming on the horizon, particularly after the storm on 29.05.2010 which it is claimed had inflicted severe damage to the manufacturing facilities and thereby crippled production of the 1st respondent company and which had also made them approach the bankers jointly as evident from the letter dated 15.06.2010 sent to SBI wherein the co-operation of the bank had been solicited claiming that the disputes amongst them have been resolved. Since the main thrust of the challenge of the petitioners seems to be in relation to and concerning the disposal of the immovable property of the company, as an instance oppression of course in addition to their to other instances as well of oppression and mismanagement, the above list of dates has been extracted from the pleadings of the parties for our convenience to understand the events in the correct perspective and as to how the transactions have been perpetrated - in the present case, as notice of EOGM seems to have deliberately been sent to an address where the petitioners were not residing to the knowledge of the respondents thereby clearly showing the intent of the respondents being in majority to exclude the petitioners. We are forced to come to a conclusion that the acts of the respondents in excluding the petitioners from the affairs of the company had been deliberate and willful and in the absence of notice or any evidence produced before us to sustain the plea of the participation of the petitioners or for that matter the petitioners were put on notice we are constrained to declare the Board Meeting held on 2.11.2010 and 10.12.2010 as well as the Extra-Ordinary General Meeting on 17.03.2011 were not held in accordance with law and as a consequence the agreement to sell is also required to be held as non-est in the eyes of law, however without prejudice to the rights of the third party, namely the 4th respondent from seeking appropriate remedy before the civil court as may be legally available to it. The meeting of the Board of Directors held on 02.11.2010 and the resolutions passed there at appointing two executive directors were bad in law and the same are declared null and void - Application disposed off.
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