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2017 (12) TMI 1770 - AT - Companies LawAppointment of original respondent No. 3 as director - allotment of shares - appellants criticised the impugned judgment of the National Company Law Tribunal and stated that the finding that resolution dated October 8, 2013 is invalid is wrong - HELD THAT:- The notice had been issued to the petitioner regarding the meeting to be held on December 7, 2016 and he submitted detailed comments which the board of directors considered and discarded. There was then further meeting on December 26, 2016 the petitioner filed I.A. No. 38 of 2016 in the National Company Law Tribunal, but he did not participate in the meetings. The board of directors took decision considering the affairs of the company to tide over their financial difficulties and if that was done, the same could not have been set aside merely by observing that there was no justification for the acts of the respondents or that there was undue haste. The justification is borne out from the minutes of these meetings - When procedure is followed and steps taken, the acts could not have been questioned branding them as undue haste. Such considerations of the board cannot be found fault with being matters of company affairs. If the petitioner had difficulty, he should have participated in the meetings to say whatever he wanted. In the facts of present matter, we find ourselves unable to agree with the learned National Company Law Tribunal. When the National Company Law Tribunal could not record finding of oppression or mismanagement and there was material to show that the petitioner had not come with clean hands, it was not open for the learned National Company Law Tribunal to still go on to set aside the appointment of respondent No. 3 and set aside shares issued as per the resolution passed on December 26, 2016 or give direction that the respondents will purchase the shares of the petitioner. For the above reasons, the appeal is allowed. The impugned order of the National Company Law Tribunal is quashed and set aside - petition dismissed.
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