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2017 (11) TMI 842 - AT - Companies LawOppression and mismanagement - in spite of the status quo orders Directors have changed and shareholding in the company has been considerably changed - transfer of shares - control of the Company itself has changed in the face of status quo orders - Held that:- It is clear that the Respondents knew about the Status Quo Order and pending petition. Still they entered into the MoU and took steps under the same. Disputes inter say the two groups of Respondents later on arose because it appears that original Respondents received a sum of ₹ 15 lakhs as token money but as the balance was not paid, they have started denying the transfer of shares to added Respondents while the added Respondents appear to be in-charge of the affairs of the Company on the basis of their claim that the original Respondents did transfer their shares. It appears there has been enhancement in the shareholding also. The original Respondent Nos. 2 to 4 violated the status quo orders and transferred their shares to added Respondents and the added Respondents have continued to act in violation of Status Quo Orders and there is change of shareholding in spite of knowing that there was a Status Quo Order and the shares could not have been transferred to them. It is clear that original Respondents 2 to 4 acted in an oppressive manner by taking advantage of the Appellant being sent behind the bars at the instance of the Respondent No. 2 and brought about the EGM on 31.05.2006 and illegally removed the Appellant from the post of Managing Director and in violation of the status quo order transferred their shares to added Respondents and it has further transpired that the shareholding of the Company itself has increased manifold and such acts of the Respondents clearly show that there is a grave mismanagement with these Respondents not paying any respect to the status quo order, which were admittedly there. Para- 14.3.2.3 reproduced above from the impugned order, where reference has been made to the agreement between these respondents shows that in the MOU dated 01.04.2009, these Respondents were aware that they need to tide over the status quo and the contract was to be concluded when the status quo is vacated and the petition filed by the Appellant is finally decided. It is surprising, however, that the learned NCLT even after noticing such conduct of the Respondents did not hold that Respondent Nos. 2 to 4 had committed acts of oppression and mismanagement because of which now added Respondents are in control of the affairs of the Company. We find that the Company Petition was wrongly dismissed. Appeal is allowed. The impugned judgment and order passed by learned NCLT is quashed and set aside.
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