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2018 (6) TMI 950 - AT - Companies LawOppression and mismanagement - validity of BOM - Held that:- As informed about the Meeting, the appellant No.1 cleverly chose to remain absent and the required quorum was present in the Meeting, Respondent No.2 was elected Chairman of the Board, R1 company and to give/change authority relating to execution of sale deed was validly given to Respondent No.2. Therefore, the appellant No.1 has no right to question about the resolution passed in the said Meeting. The appellant No.1 knowing fully well that his authority has been validly withdrawn still he continued to execute the sale deed. We observe from the record that the appellant No.1 has executed 12 sale deeds subsequent to Meeting dated 2.5.2013 and out of these 12 sale deed, he executed 7 sale deeds in his own name. Even if he has the authority to execute the sale deed and for executing sale in his own name/favour, he can only do after prior disclosure to all other Directors/Board of Directors as per Section 297 of the Companies Act, 2013. In this case his authority has been validly withdrawn by passing a valid resolution and he is continuing to execute sale deed, therefore, the conduct and behavior of the person is a relevant factor. The next point raised by the appellant is that the company petition was dismissed only due to FIR and the said FIR stands stayed by High Court in 2015. The point raised by the appellant is not acceptable. On going through the impugned order we observe that the company petition has dismissed on various points. The Tribunal has given his findings on each of the points raised by the appellants in the company petition. We observe from the record that proper notice was given to the directors for holding of Board Meeting on 2.5.2013 and the proof of despatch of the said notice has been placed at Page No.538 of the Appeal Paper Book. It appears that the appellant No.1 chose to remain absent in the Board Meeting held on 2.5.2013 as he was aware that proper procedure of law has been complied with and there is no tampering with the minutes of Respondent No.1 company. The appellant No.1 was very well aware of the Board Meeting held on 17.4.2017 and when he went to EOGM but left he got the opportunity but did not avail it before General Body. In view of above discussions, we are of the considered view that it is not a fit case to interfere in the impugned order dated 23rd November, 2017 passed by the National Company Law Tribunal, Ahmedabad Bench, Ahmedabad.
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