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2021 (5) TMI 548 - Tri - Companies LawAllegation of oppression and mismanagement - Removal from the post of director - Acquisition of Reversionary property - Waiver application under Section 244 of the Companies Act 2014 by minority shareholders - acquisition of Reversionary rights in the leased property by the Respondent Company - removal of director of the company without notice - HELD THAT:- The Respondent No. 1 Company evidently states that 33 shareholders have been attending the meeting and thereby it resolved to acquire the revisionary rights in the leased property of the Company. The Petitioner and his late father were also part of the said acquisition process. No other objector/shareholder has come forward to object the acquisition of the said property post acquisition in the Year-2014. The shareholders and the board of directors in their collective wisdom have sort to acquire the leased property as there was an apprehension that the leased property will be taken over by unscrupulous builders. The Company and its Shareholders has passed a resolution to acquire such revisionary rights in the leased property of the Company. The Petitioner and his late father were actively involved in such acquisition. The minority cannot question the decision of the majority on frivolous grounds and it is necessary for corporate governance that Corporate Democracy of the shareholders to be protected and safeguarded qua the rights of one individual minority shareholder. The decision of the majority would prevail in the interest of the Company and its shareholders per se. Therefore, he cannot question such acquisition at this stage and he has questioned the conveyance deed by filing a suit in City Civil Court of Bombay. Further, the only act of oppression of removal of Petitioner as Director is untenable as the post of director remained vacant due to the absence of the Petitioner in several meetings. The Petitioner has sought to file several complaints, suits before ROC and filed criminal complaints with regard to the same allegations. The Petition is dismissed for want of any justified ground of oppression and mismanagement of the Company under Section 241 of Companies Act, 2013 and therefore, it is concluded that the Petitioner has failed to make out a case for grant of waiver under Section 244 of the Companies Act, 2013.
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