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    <title>2022 (8) TMI 658 - NATIONAL COMPANY LAW TRIBUNAL , KOLKATA BENCH</title>
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    <description>Material-fact disclosure in an explanatory statement for a special resolution is essential to enable shareholders to make an informed decision on a proposed private placement. Suppression of the capital requirement, proposed allottees and their links to the controlling group rendered the share allotment oppressive, fraudulent in substance and liable to be set aside. Delay and limitation did not bar relief where knowledge of the impugned acts was disputed and the alleged oppression and mismanagement were continuing. Share acquisitions financed through company funds by connected entities contravened restrictions on financial assistance, prior approval and spot-delivery requirements, making the acquisition invalid. Consequential restoration measures and appointment of a special officer followed.</description>
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      <description>Material-fact disclosure in an explanatory statement for a special resolution is essential to enable shareholders to make an informed decision on a proposed private placement. Suppression of the capital requirement, proposed allottees and their links to the controlling group rendered the share allotment oppressive, fraudulent in substance and liable to be set aside. Delay and limitation did not bar relief where knowledge of the impugned acts was disputed and the alleged oppression and mismanagement were continuing. Share acquisitions financed through company funds by connected entities contravened restrictions on financial assistance, prior approval and spot-delivery requirements, making the acquisition invalid. Consequential restoration measures and appointment of a special officer followed.</description>
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