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2019 (6) TMI 641 - AT - Companies LawOppression and mismanagement - removal from Board of Directorship of respondent no.1 – company - mandatory permanent injunction has been passed without affording any opportunity to the Appellants - principles of natural justice - HELD THAT:- In the present matter, NCLT has noted that the Petitioner moved NCLT for “Ad Interim Orders” but the Orders as have been passed, do not purport to say that they are Interim Orders and the original Respondents (Appellants) are to be heard. When the Hon’ble High Court itself in its wisdom had on 21.09.2018, preferred to issue Notice and in the meanwhile, directed that the meeting may go on but the outcome therein shall not be given effect till next date, the NCLT could have itself adopted similar recourse and the Order could have stated that the Resolution as may have been adopted would remain stayed till the next date. Instead of that, NCLT simply pronounced magic words that there was a prima facie case in favour of the Petitioner and balance of convenience is also in favour of Petitioner and that if Interim Orders are not passed, Petitioner will suffer irreparable loss on the basis that if the Company which runs the hospital suffers bad name, the Petitioner will bear the negative image apart from losing valuable investments. The question of Company suffering bad name appeared to be based on de-empanelment of the hospital. Record shows (Annexure P8 of the company Petition – Diary No.8869 – Page 118) that the hospital had already been de-empanelled from the Mahatma Jyotiba Phule Jan Arogya Yojna on 28th February, 2018 itself. Thus, whatever harm had to take place on that count had already taken place. NCLT not only restrained the Respondents – Appellants from altering shareholding and from giving effect to the Resolution removing the Respondent – Petitioner as Director until further Orders, but also went ahead to pass Orders which are in the nature of mandatory Orders to cancel DIR 12 etc. which were not necessary. The Impugned Order is modified accordingly and the Order passed by NCLT shall be treated as Ad-Interim Order.
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