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2021 (8) TMI 396 - AT - Companies LawOppression and Mismanagement - challenge of impugned order on the ground that it has no jurisdiction and it has not considered the JV rights and rights of minority shareholders - exercise of jurisdiction under Section 241 & 242 of the Act - HELD THAT:- The Appellant group was not transparent in working of SHFP, so called JV company, where the Respondents are non-resident investors and after three / four years working when the Respondents generated a doubts on non-filing statutory returns under the Act and not getting proper accounts, they wish to interfere into the company which any investor will do, if they have invested the fund. From 2013-17, the Appellant group who was in the management of so-called JV Company failed to carry the JV Agreement in the ‘AoA’ and ‘MoA’ and thereby they lose the right to enforce the JV Agreement into the company’s formation documents i.e. ‘AoA’ and ‘MoA’. It is the general practice that first the JV agreement is finalised then within a reasonable period the same is appropriately incorporated in ‘AoA’ and ‘MoA’ - Non-resident investor believed the Appellant group and left the management of the Company to the Appellant Group for the 3 years plus period and at a later date in 2017/2018 when they generated the doubt and wish to put its representative as Board Member based upon their investments, the Appellant group started playing truant. As a result of which the Respondent approached the Tribunal with their grievance for convening EGM under the provisions of the Act and the same has been permitted by the Tribunal in its impugned order dated 26.07.2019 by keeping extra precautions of appointing ‘Observer’ and asking a permanent invitee to the meeting of the Board from the nationalised bank i.e. Union Bank of India which has sanctioned the credit facility to the Company. The impugned order is in conformity with terms of the provisions of the Act and the law laid down on the subject. There is also no jurisdictional error and violation of natural justice - Appeal dismissed.
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