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2017 (6) TMI 188 - Tri - Companies LawOppression and mismanagement - Whether the Petitioner No. 1 remained absent in the meeting and ceased to continue as director as stated by the respondent? - Held that:- On the one hand, the petitioner submitted that in and around February 2010 (Para 2.3), he was suffering from unknown ailment and on the other hand, in paragraph No. XII (page 23), submitted that he was suffering from typhoid and frozen shoulder, and after partial recovery he joined the company on 25.10.2010.the petitioner nowhere annexed any medical documents in support of his contention when he was claiming to be suffered with typhoid and frozen shoulder and the Doctor advised him rest. Admittedly, the petitioner joined the office on 25.10.2010 and on the other hand, also alleged that he came to know about his removal from company website in the Month of January 2012. The own statements of the petitioner, are self-contradictory and shaky. On perusal of the pleading, it transpires that the total statements are self-contradictory and appears to be made with an intention to pressurise the Company for some collateral benefit and to interfere in the smooth running of the Company. Further, on perusal of the minutes of the meeting dated 9-7-2011, wherein the issues of retiring Directors including the petitioner, was discussed and the son of the petitioner, namely, Shri Divyendu Guha was present and the same is also admitted by the petitioner. Thus, the very statement creates shadow of doubt and unbelievable story, when admittedly, the petitioner himself expressed his desire to leave/retire from the Company and for the said purpose, negotiating with the Company. Under such situation, it will be wrong to say that the petitioner has been wrongfully removed under Section 283(1)(g) of the Companies Act, when admittedly, the petitioner has not taken any leave even after receipt of letter from the respondent(s). It is needless to mention herein that the settled proposition of law is that in fiduciary capacity within which the Directors have to act, enjoins upon them a duty to act on behalf of the company with outmost care and skill and due diligence and in the interest of the company. They have a duty to make full and honest disclosure to the Company. Whether it is a directorial complaint and no act of oppression and mismanagement is observed? - Held that:- The interest of the company as a whole is, of course, paramount and the personal interest of the minority cannot overtake the interest of the company. Thus the conduct of the majority ought to be weighed up; so as the conduct of the minority would be relevant.The company normally runs on the trust that is present among the shareholders and among the Directors, running the company. Trust that was initially present when the company was incorporated disappeared. In most of the cases, it is seldom possible to reinforce the same trust with which the person came together at the time of incorporation of the company. In situation like this, if at all warring parties were directed to run the company together, the trust that was lost would not come again. Whereby, the best part is taking part away, so that, at least, one of them could run the company. Thus it is of opinion that these party(s) may have to part ways on fair valuation, since the respondent(s) are still running the Company, the respondent(s) shall provide honourable exit to petitioner(s) on fair valuation, by giving effect to the minutes of the meeting dated 9-7-2011 marked as Annexure P6 of reply (page 77) and letter dated 18-06-2012 (page 85) of reply which document is relied upon by both sides wherein valuation of the petitioners' share was shown to have settled amicably. Further, the valuation of the property as done by Bank's approved valuer be given effect to so as to come to an end of the dispute for the interest of the Company. This order is hereby concluded, directing the respondent(s) to give effect of the fair exit as said above within three months from the date of the pronouncement of this order.
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