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2020 (8) TMI 611 - AT - Companies LawOppression and Mismanagement - bogus transactions - siphoning of funds - HELD THAT:- The records of Appellant attending the meeting and the signatures put on the entry register shows that Appellant No. 1 was present at the registered office of respondent No. 1 Company, where the meeting was conducted. In that meeting the resolution was passed by the majority directors to regulate the procedure pertaining the signatories to the bank accounts of Respondent No. 1 Company, which is in no way oppressive as the decision relating to the Operation of bank account is within the domain of the Board of Directors - after the authority to sign the cheques has been revised we do not have any fact whether after the revision of the authority the appellant has been totally excluded or not from the operation of the account. In case a person is excluded positively not to have signed even a single cheque after the revision this could be colourable exercise. No evidence has been brought forth to make the change in authorisation to operate the bank account as a colourable exercise. Therefore, this contention has no weight. The other allegation regarding the construction of buildings and superstructures using the funds of the company, without any approval of the Board and the competent authority was also rightly been dealt by the NCLT as Appellant had not placed any evidence on record to prove the construction. This is an isolated incident and in order to invoke provisions of Oppression and Mismanagement the acts of oppression must be harsh and wrongful. An isolated incident may not be enough for grant of relief and continuous course of oppressive conduct on the part of the majority shareholders is, thus, necessary to be proved. The NCLT, Chennai has rightly held that the allegations made by the Appellants are baseless - impugned order upheld.
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