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2018 (5) TMI 1571 - NATIONAL COMPANY LAW TRIBUNAL, GUWAHATIFraudulent issue of 6,715 Nos. of equity shares - direction to company as well as the office of the ROC not to give effect in the Company’s records on fraudulent issue of shares and declare those shares as null and void - validity of Resolutions fraudulently passed by the respondent without the approval of the existing shareholders - regulation of the conduct of the Company’s affairs in future. Whether in seeking relief from this Tribunal, the petitioners came with clean hands? - Held that: - the respondents have produced before the Bench enough materials to show that they were employees of the company but, the company had dismissed them from services. Such dismissal order attains finality. Therefore, in my opinion, the petitioners were duty-bound to disclose such episodes in their petition, since they made claim to the office of the director/MD of the company. Therefore, non-disclosure of such information is certainly one more testimony of the petitioners not coming to the Bench with clean hands - in coming to the tribunal by the way of present petition seeking various reliefs, the petitioners, more particularly petitioner No. 1 and petitioner No.10 never came with clean hands. The infirmities, so pointed out by the respondents running in the petitioners’ case get slips to total insignificance when one compares such infirmities with the illegalities committed by the respondents in running the affairs of the company. Therefore, such infirmities on their own could cause no serious harm to the case of the petitioners. However, most of the decisions, relied on from the side of respondents, could hardly advance the cause which respondents tried to propound in the present proceeding case. Therefore, in the facts and circumstances of the present case, in my considered opinion, such decisions could not turn the table in favor of the respondents. The respondents are also guilty of coming to the court with dirty hands. However, when one compares the illegalities committed by the parties hereto, he would find that the hands of the respondents are more soiled than that of the petitioners. The illegalities committed by the respondents were so huge and enormous that such illegalities reduced shareholders with 64% shareholding in the company to hopeless minority on 15.09.2010 and all these were done in complete disregard to the prescription of law as well as inviolable directions in MOA and AOA. Petition allowed.
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