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2019 (1) TMI 870 - AT - Companies LawOppression and mismanagement - transmission of shares of shares - Held that:- We are not satisfied with the version of learned counsel for the appellant that these shares were transferred as per arranged arrived at between 2nd appellant and 2nd respondent. No proof for such arrangement has been produced before this Tribunal. Further 2nd appellant has not produced the transfer forms by which these shares were transferred and further the appellants have stated in their reply before the NCLT that the shares were purchased as contemplated under law. Further there is no averment or documentary evidence to show that any consideration was paid by 2nd appellant for the shares in question. Therefore, we see no illegality in the impugned order passed by the NCLT on this issue. We also observe that the shares have been directly transmitted in the name of 4th appellant without adopting proper procedure. We are in agreement with the directions given by NCLT on this issue to enter the names of all the legal heirs of the deceased Thampi Krishna equally including 4th appellant. No notice was served to the Respondent or any other shareholders. Further the appellants have not placed the Notice or the Minutes of such a Meeting thereby confirming that no General Meeting took place. Learned counsel further stated that Form 32 filed by the Company does not have any Board Resolution, but merely the consent of 2nd appellant to act as the Managing Director. Further the Board Resolution filed with Form 23 was signed by 2nd appellant himself, thereby violating the provisions of Section 300 of Act,1956 which prohibits an interested director from participating or voting in a meeting in which he is interested. We have heard the parties on this issue. We observe that No notice was issued to Respondent and shareholders for General Meeting for approval of 2nd appellant as Chairman. Further no minutes have been placed of such a meeting. Therefore, there is no illegality on this issue in the impugned order. In view of the aforegoing discussions and observations the appeal is set aside. Interim order passed, if any, is vacated. The impugned order dated 18.4.2017 is upheld.
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