Company Petition Disposed: Sale Deeds Set Aside, Other Reliefs Rejected. No Costs Awarded.

The Company Petition was disposed of by setting aside the impugned sale deeds dated 3rd November 2015 and 4th November 2016. The remaining reliefs were rejected as having no merits. No order as to costs was made.

---

---

Issues Involved:
1. Maintainability of the Company Petition.
2. Validity of the impugned transactions dated 3-11-2015 and 4-11-2016.
3. Reliefs entitled to the petitioner.

Issue-wise Detailed Analysis:

1. Maintainability of the Company Petition:
The Tribunal addressed the respondents' contention that the Power of Attorney (GPA) filed by the petitioner was defective. The Tribunal found that the petitioner had properly executed the GPA in accordance with US law and fulfilled the conditions prescribed under Indian law. Consequently, the Tribunal rejected the respondents' allegation and confirmed the maintainability of the petition under Section 241 of the Companies Act, 2013, as the petitioner held 9.3% of the total shareholding in the company.

2. Validity of the Impugned Transactions:
The Tribunal examined the transactions dated 3-11-2015 and 4-11-2016. It was established that the sale deed dated 3-11-2015 was executed by Respondent No. 2, who was not a Managing Director at that time and was disqualified under Section 164(2) r/w Section 167 of the Companies Act, 2013. The sale was made to Respondent No. 7, who is the mother-in-law of Respondent No. 3, without proper notice or approval from the shareholders, violating the Articles of Association (AOA) and the principles of natural justice. Consequently, the Tribunal found the sale deed dated 3-11-2015 and the subsequent sale deed dated 4-11-2016 to be invalid and set them aside.

3. Reliefs Entitled to the Petitioner:
The Tribunal concluded that the impugned sale deeds constituted acts of oppression and mismanagement under Sections 241 and 242 of the Companies Act, 2013. The Tribunal emphasized that major business transactions like selling company land should involve shareholder approval. The Tribunal rejected the respondents' argument that isolated acts of sale do not constitute oppression or mismanagement. It was determined that the sale deeds were prejudicial to the interests of the petitioner and the company. Therefore, the Tribunal set aside the impugned sale deeds and dismissed the remaining reliefs sought by the petitioner as lacking merit.

Conclusion:
The Company Petition was disposed of by setting aside the impugned sale deeds dated 3rd November 2015 and 4th November 2016. The remaining reliefs were rejected as having no merits. No order as to costs was made.

---