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2021 (6) TMI 950 - AT - Companies LawOppression and mismanagement - Sections 241, 242 and 243 of the Companies Act, 2013 - Appellant’s allegation is that Suraj Mani (Respondent No. 2) incorporated a new company (Respondent No. 4) and did not disclose to her that Respondent No. 2, Respondent No. 3 and Respondent No. 5 were shareholders in the new company, thereby contributing to mismanagement of Respondent No. 1 Company - HELD THAT:- Respondent No. 1 Company has performed consistently well and there has been an increase in revenue and turnover of the company over the years (as shown by table at page 5 of the Respondent No. 2’s counter affidavit. This point has been mentioned in NCLT’s impugned order dated August 1, 2019 (page 67 of the appeal) and not disputed by the Appellant. The reference made by the Respondents to the applications filed and representations made by the Appellant including those for interim relief sought before NCLT, mainly requesting for a residence to be provided to the Appellant and also for payment of credit card bills of the Appellant go to show the personal nature of allegations calling the same oppression of the Appellant and mismanagement of company’s affairs. In the circumstances of the case, the provision of residence and basic remuneration and perquisites, as ordered by the NCLT is a reasonable relief granted to the Appellant. The Respondents have cited the judgment of Hon’ble Supreme Court in the case NEEDLE INDUSTRIES (INDIA) LTD. VERSUS NEEDLE INDUSTRIES NEWEY (INDIA) HOLDING LTD. [1981 (5) TMI 89 - SUPREME COURT] wherein it was held that “a conduct which lacks in probity, conduct which is unfair to and which causes prejudice to the petitioner in the exercise of legal or proprietary rights as a shareholder must be shown to exist.” - In the instant case the Appellant has not been able to prove through her claims and allegations that her rights as a shareholder have been treated harshly or unfairly, and therefore her case of her oppression and mismanagement of the affairs of the company is unfounded. The Impugned Order has recorded the position of the Respondents as well as the Appellant on each of the cited issues in a very fair and clear manner. Despite a case of oppression and mismanagement not being successfully established by the Appellant, in an act to provide succor to the Appellant, the NCLT, Bengaluru’s has provided her relief by passing an order giving her a monthly pay as well as benefit of a three BHK flat, a car, and certain other perquisites, which has been complied by the Respondents. The appeal being devoid of any substance is disallowed.
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