TaxTMI 
TaxTMI 
2014 (6) TMI 578
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....ard Meeting dated 21/05/2013 be stayed. b. to pass an order thereby restraining the Respondent No. 14 from exercising any rights including voting rights on the basis of the said shares alleged to have been allotted to them at any such EOGM that may be conveyed for the purpose of approval of the settlement with ARCIL. c. Ex-parte ad interim orders in terms of prayers clauses (a) and (b) above. C.A No.l of 2014 In C.P No.91 of 2013 a. to pass an order thereby allotment if any of the 50,000,000 Class C equity shares of Respondent No.l Company bearing a nominal value of Rs.10/- purported to be allotted to M/s Cross links pursuant to the alleged resolution passed as the alleged Board Meeting dated 21/05/2013 be stayed. b. to pass an order thereby restraining the Respondent No. 13 from exercising any rights including voting rights on the basis of the said shares alleged to have been allotted to them at any such EOGM that may be conveyed for the purpose of approval of the settlement with ARCIL. c....
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.... of the Consent Terms, the ARCIL sought the cancellation of the aforesaid sale made in favour of the Company before the Recovery Officer, DRT, Mumbai who after hearing the parties, cancelled the sale and appointed the ARCIL as Receiver of the subject property. Being aggrieved, the Company preferred an appeal before the Presiding Officer, DRT, Mumbai and subsequently before the DRAT, Mumbai. However, both the Appellate Courts confirmed the order passed by the Recovery Officer, DRT, Mumbai and dismissed the Appeals. 7. It further appears that certain differences and dispute arose between the shareholders of the Company. As a result thereof, the Deora Group and IL & FS Group herein approached the Company Law Board, Mumbai Bench by way of filing the above numbered Company Petitions under Section 397/398 of the Act complaining therein various acts of oppression and mismanagement purportedly committed by the Ajay Singh Group (Respondent Nos. 2 to 5) in the affairs of the Respondent No. 1 Company. 8. During the pendency of the said Petitions, the Deora Group filed an application being C.A No. 297 of 2013 before this Board, inter alia, seeking urgent reliefs, the grant of which were ....
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....ed to be allotted to M/s Cross links pursuant to the alleged resolution passed as the alleged Board Meeting dated 21/05/2013. Further order may be passed thereby restraining M/s Cross Links from exercising any rights including voting rights on the basis of the impugned shares alleged to have been allotted by them at any EOGM that may be called and convened for the purpose of settlement with the ARCIL. Hence this application. 12. On the otherside, Mr. Rahul Chitnis appearing for M/s Cross Links has strongly opposed the prayer and justified the allotment of shares in favour of M/s Cross Links. He, further submitted that both the Parties are already restrained from holding the EOGM by an interim order passed by this Bench.. The Ld. Counsel submits that just few days back the offer of settlement given by the ARCIL has been rejected unanimously being highly inadequate by the pro-term board of Directors constituted under the order of this Bench and therefore the apprehensions shown by Deora Group and IL & FS Group are baseless and thus the prayers being premature are liable to be rejected. 13. I have heard the Ld. Counsel appearing for the respective parties at length and perused t....
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.... Board Meeting, contained in the notice, did not mention the allotment of the shares to M/s Cross Links at all. 18. It is further the case of the Petitioners that the Respondent Nos.2 and 3 (Ajay Singh Group) had ceased to be the directors of the Company in view of the fact that related party transactions were done by them without the approval of the Board of Directors and the same was in violation of the provision contained in Section 299 of the Act. It is further alleged that despite having ceased to be the directors of the Company, the Ajay Singh Group proceeded to hold the Board Meeting under challenge pursuant to the notice dated 28/4/2013. 19. As per the allegations made by the Petitioners, during the said Board Meeting Mr. Ajay Singh (Respondent No.2) illegally appointed the Respondent Nos. 4 and 5 being their mother and wife respectively, as additional directors of the Company on the said date and thereafter they allotted the said shares of a face value of Rs.10/- to M/s Cross links at Rs. 1/- per share. 20. In addition to the above, the clause 3(c) (v) and clause 6 of Schedule 5 to the Share Subscription Agreement dated 25/09/2007 provides the valuation protection....
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....nbsp; Clause 8.6 provides as under: - Super Majority items: Notwithstanding anything contained in this Agreement the Company and for its Land-bearing Subsidiary as the case may be (whether acting through its shareholders at a general meeting or through its Board or any committees thereof) shall not discuss, deliberate, approve or take any actions with respect to any of the following Super Majority Items without the prior written consent of the Investor or the affirmative vote of the Investor Director, as the case may be. .......... 8.6.7 Alterations of rights of the investors or the Seller. The rights of the Investors or Sellers cannot be taken away without their consent. 8.6.10 Any related party transactions between the Company and /or its Land bearing Subsidiary, as the case may be and the Seller, Directors or their Affiliate/s Organisations, firms, subsidiaries or other connected persons, entities of the (Sellers);' 22. Upon a careful analysis of the aforesaid clauses, I am inclined to accept the contention of the Ld, Counsel fo....