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2022 (5) TMI 1366 - AT - Insolvency and BankruptcySeeking to pass an order of ‘Interim Stay’ of the impugned order - all the members are from Hindu Undivided Family - family management company dispute where certain Members / Shareholders are not seeing eye to eye - Company’s Article of Associations (AoA) is more powerful than the MOU - overlapping provision between the Companies Act will prevail over the AOA - HELD THAT:- This is a case of family management company dispute where certain Members / Shareholders are not seeing eye to eye and the Tribunal has observed certain irregularity in its functioning - It cannot be disputed that the Company’s Article of Associations (AoA) is more powerful than the MOU and that too not signed MOU by all members of the Company/ family partition shareholding right. If, there is overlapping provision between the Companies Act will prevail over the AOA. Accordingly, AoA will prevail over MOU, unless the MOU is legally binding and are appropriately incorporated in the AoA through the Amendment as prescribed under the Companies Act for the amendment of AoA - Notification No. 464(E) of MCA dated 05.06.2016 provides for subject to certain exceptions, modifications and adaptation which are enumerated therein limited to non-application of second proviso to sub-section(1) of Section 188 which is a matter of examining a full case and thereafter, to consider whether the interest of the shareholders are protected or not. This is not a fit case to consider interim relief for grant of stay when the matter even travelled to the Hon’ble High Court of Kerala upto its Division Bench and effect of stay of the impugned order dated 31.12.2021 will cause irreparable harm to the Company and accordingly the case is not a fit case for granting interim relief and accordingly we are not inclined to grant any interim relief and hence appeal is dismissed.
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