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2017 (3) TMI 2 - Tri - Companies LawViolation of principles of natural justice - removal of director - Entitled to be continued as Director for life on the contention that the Company is quasi partnership firm - Held that:- The petitioner was aware of both the board meeting dated 11.3.2011 and shareholders ordinary general meeting dated 5.4.2011 and, he was also physically present in both the meetings. However, for the reasons best known to petitioner, he has submitted a letter dated 4/5th April, 2011, which was received by the company on 5.4.2011 at 11.40 am i.e. after the meeting removing him as Director was over. The letter is an afterthought and, it would not have bearing on the issue in question. We are convinced that he board meeting as well as ordinary general meeting were conducted strictly in accordance with law and, there is no violation of principles of natural justice. Moreover, admittedly, the company is a private limited company and, cannot be called a quasi-partnership firm as contended by the Petitioner. And, the Petitioner can be removed by adopting proper course of action in Accordance with articles of Association and relevant provisions of Companies Act, 1956. Hence, the removal of Petitioner as director is held to be in order. The fifth Respondent issued a notice/complaint dated 08.03.2011 to remove the Petitioner as a Director. This issue of the removal of the Petitioner was discussed in the Board Meeting held on 11.03.2011 under the caption "any other Business". Further she also did not attend the EGM in person in which the Petitioner's removal was to be discussed. It is surprising that a person who made a complaint/notice to remove a Director, chose not to attend the EGM in person. Further, from the available records, it is also not clear as to when the 5th Respondent became shareholder of the 1st Respondent Company. Whether the Petitioner has come to this Tribunal with clean hands in order to claim equitable relief under Section 397/398 of Companies Act, 1956 - Held that:- In this context, it is necessary to refer the legal notices dated 8th April, 2013 got issued by the petitioner through his Advocate Shri Govind Reddy Mandadi to D. Nitin Kumar Reddy and Ravikanth Gajula, who are purchasers of plots of the Company. The petitioner through the said notices has threatened them with legal consequences if they proceed with purchasing of the plots of the Company since a suit bearing OS No. 832 of 2010 and the present petition were pending. As stated above, OS No. 832 of 2010 was filed before IInd Addl. District Judge, RR District by seeking a judgement and Decree against the Defendants (against the Company and its Directors) permitting his to participate in day to day affairs of Company and to direct the defendants not to take any decision without participation of plaintiff( the petitioner herein). He has also filed IA No. 90 of 2011 in OS No. 832 of 2010 by seeking to grant an ad-interim injunction restraining the respondents/defendants from alienating, creating any charge or any 3rd party interest in the suit schedule property pending disposal of the suit. However, the said IA was dismissed by the Court by an order dated 20th September, 2011, by holding that the petitioner failed to make out prima-facie case, balance of convenience and irreparable loss in his favour. The above circumstances clearly show that the petitioner is bent upon to disturb the functioning of the Company by abusing the process of law by filing cases on baseless grounds for his selfish ends without any legal basis. We held that the petitioner has not come to the Tribunal with clean hands to claim any benefits as prayed for in the present petition and therefore he is not entitled for any relief as prayed for. We further held that the ratio as held in the judgements, relied upon by the respondents, as discussed supra is applicable to the present facts and circumstances of the case. Petitioner has failed to make out any case so as to grant any relief as prayed for.
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