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2020 (6) TMI 691 - AT - Insolvency and BankruptcyOppression and Mismanagement - Sale of entire assets of the Respondent No. 1 Company sold illegally for the purpose other than the object of the Company - misuse of power of attorney granted unilaterally by Respondent No. 2 without notice - HELD THAT:- The Appellant is free to exercise her remedy under the Companies Act, 2013 when the Company law provides for "Oppression and Mismanagement" and hence imposition of costs needs review. It is also evident that the Appellant came to know about the Board Resolution dated 4-9-2014 for the first time when Respondent No. 3 has submitted its reply affidavit dated 8-3-2019 and at that juncture the Appellant wish to file a rejoinder affidavit but the NCLT refuse to allow her to do so and subsequently reserved the judgment. Since the Companies Act, 2013 provides for restrictions on powers of the Board to sell or dispose of the whole or substantially the whole of undertaking of the Company; Hence, the approval of shareholders through Extra-Ordinary General Meeting was required for selling the land being substantially the entire Assets of the Company. It is very much evident that Members are free to file a petition/application if he or she is adversely affected or the interest of the Company is prejudicially affected, he or she is authorized to file petition/application under the Companies Act, 2013. The NCLT/NCLAT is the specialised agency to look into the impact on the members/company. Hence, there is a need to provide proper opportunity to the aggrieved members to present the genuiness or otherwise of the documents in relation to the provisions of Section 241 of the Companies Act, 2013 - matter remanded for appropriate consideration by the NCLT, Chennai Bench.
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