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2017 (6) TMI 693 - Tri - Companies LawAct of oppression - appointment of directorship of the Respondent No.3 - Held that:- Considering the equities between the parties and while exercising the equitable jurisdiction, as find that the equity is in favour of the respondent and it would be highly unjust to grant the relief as sought for by the petitioner. Rather, it is the conduct of the petitioner as detailed above which has been prejudicial to the interest of the functioning of the Company and the shareholders. The appointment of Respondent No.3, it was done in the interest of the Company, i.e. for the operational convenience. As the Company is not doing any business and the only asset is a Flat situated at New Alipore and the same has also been admitted by the petitioner. The further allegation that the appointment was done without issuing of notice to the Director is also not tenable in as much as, as per Articles of Association, Clause 10(b), speaks that “any omission to give notice to or the non-receipt of notice by any member or other person whom it should be given, shall not invalidate the proceeding at the meeting” as mentioned in page 50 of the CP. The Memorandum of Association and the Articles of Association are the mandate of the shareholders in the Company having the nature of quasi-partnership. They are supposed to abide by their own Memorandum of Association and the Articles of Association. As also when the Respondent No.4 having not actively participated in the affair of the Company and the Company since then could not carry on any active business due to dysfunctional Board of Directors, the appointment of Respondent No.3 was justified in the best interest of the Company, as also the shareholders of the Company. There is no act of oppression against the petitioner or that there is any lack of probity on the part of the Respondents. Thus, there is no scope to declare the appointment of the Respondent No.3 as invalid and/or to declare any Board meeting and the Annual General Meeting as illegal and void on the ground that it was an act of oppression.
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