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2018 (2) TMI 1062 - Tri - Companies LawOppression and mismanagement - Company Petition maintainability - no proper GPA and not fulfilling requisite conditions prescribed under u/s. 241 of the Companies Act, 2013 - validity of sale deed - removal of second respondent from the office of Company - Held that:- Company has proposed an Extraordinary General Meeting as early as 2nd July, 2015 with proposal to remove the second respondent from the office of Company on the ground that he was facing charges under section 138 of NI Act, in Court of law and misappropriated ₹ 2,20,000/- of Company funds . In addition, in the above transaction, the respondent Nos. 2, 3 & 7 are inter-related with each other As per section 184 of Companies Act, 2013 and Articles of Association of the Company, and principles of natural justice, it is paramount duty of the Company especially the respondents to convene a shareholders’ meeting and take a decision as per law about the said transaction. Admittedly, the respondents have not taken any such decision and vague contentions have been made stating that the impugned transactions are in accordance with law. So the impugned sale deed dated 3-11-2015 is liable to be set-aside for the above reasons and consequently, the subsequent sale deed dated 4th November, 2016 executed by Mrs. G.Saraswathi Devi (Respondent No. 7) in favour of Respondent No. 8 (Vara Boomi Homes) is also liable to be set-aside. The contention of the respondents that single act of execution impugned sale deeds contrary to law would not constitute acts oppression and mismanagement so as to take action u/ss. 241 & 242 of Companies Act, 2013 is not at all tenable and liable to be rejected. The contention of respondent that in the absence of clear allegations/contentions made by the petitioner in the petition, the petition itself is not maintainable is not all tenable and it is hereby rejected. The Tribunal is fully empowered to pass appropriate orders basing on the contentions/allegations made in the petition. At the same time, the Tribunal cannot interfere in the decisions/matters taken in its ordinary course of business. The allegations of respondents against the petitioner with regard to unsound mind, professional misconduct/imprisonment etc. are not all tenable and not relate to the issue in ‘question. And these allegations are uncalled for. It is surprising to notice. It when the Company is facing serious allegations of acts of oppression and mismanagement in conducting the business in accordance with law, the respondents are resorting to personal allegations against the petitioner without substantiating the allegations made against them by the petitioner. The above circumstances amply justify the Tribunal to exercise the powers conferred on it u/s 242 of Companies Act, 2013 so as to put an end to the affairs of Company as complained of. The impugned sale deeds are hereby declared as illegal and they are liable to set aside.
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