TaxTMI 
TaxTMI 
2017 (9) TMI 1609
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....nts from taking any Corporate action without the presence of the applicants and file any returns, E-forms and papers with the ROC or with any other regulatory authorities and to further give an interim direction to ROC not to take on record the E-forms AOC-4 and MGT-7 for the above two financial years and further a direction to conduct the Board meeting and AGMs afresh from the date of induction of the applicants No.2 and 3 on the Board of the Company, i.e., from 18.08.2015 and to declare the AGMs if any, held without intimation to the applicants as illegal. The application is accompanied by an affidavit. The respondents have filed their objections to the main petition as well as to the Interlocutory application. In other words, the objections are to be treated as objections for the main petition as well for this application. The averments made in the objections in brief as far as reliefs prayed for are that petitioners have no locus-standi to file this petition as they are neither shareholders nor members of the Respondent No. 1 company. The petitioners have entered into an Memorandum of Understanding on 03.05.2015 with the Respondent No.2 for sale of shareholding of Respondents....
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....n petition, but also this IA. The petitioners have filed further reply to the objections. It is stated that the Petitioner No. 1 Company is holding 50% shares in the Respondent No. 1 Company and the shares were duly transferred. It is stated that Annexure-R/1 will not ensure to the benefit of respondents. The contention of petitioners that the question of further payment of Rs. 15.00 crores would arise only when the 1st Respondent Company becomes the owner of the landed property. A detailed reply is given by the petitioners. The details in the reply to the objections will be discussed in the course of order. The PCS for petitioner has filed written submissions and cited rulings. The counsel for respondents has also filed written arguments. The points urged in the written arguments will be dealt in the course of the order. The petitioners have filed the main petition seeking the relief of directing the respondents to transfer the remaining 50% shares and also for other reliefs. Apart from the main reliefs, the petitioners have sought for interim reliefs. Pending enquiry, the petitioners have filed IA No.80/2017. In this Interlocutory Application, the petitioners have sought for t....
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....tion of the PCS that the first petitioner is holding 50% shares and the share certificates are shown as Annexures- A/2 to A/6 and the shares are duly transferred. The PCS would contend that the undertaking letter relied upon by the respondents will not help the case of respondents. The PCS contended that the Respondents had to discharge certain obligations in terms of Memorandum of Understanding which they have failed to do. Therefore, the respondents cannot contend that the petitioners have ceased to be the shareholders or Directors. It is the contention of the PCS for petitioners that land over which the Respondent No. 1 company plant is situated is yet to be transferred in the name of the Respondent No. 1 Company. The PCS further contended that the respondents, without performing their part of obligation, cannot contend that the applicants have failed to perform their obligation. The PCS would also contend that obligations are on both sides as per the Memorandum of Understanding and that the petitioners have paid Rs. 3.00 crores and that the land is yet to be transferred in the name of the Respondent No. 1 Company. Therefore, the first petitioner is the shareholder and Petitione....
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....Understanding is to be decided by an Arbitrator. When maintainability is challenged, then the petitioners are not entitled for the interim relief. The petitioners are claiming their rights said to have been acquired by virtue of Memorandum of Understanding dated 03.05.2015 marked as Annexure-A/8. This is the main document for the petitioners basing on which they claim that they are entitled for the interim reliefs as prayed. The question is that this document is only an understanding between the 1st petitioner and the respondents. Certain obligations are imposed on both sides before the respondent No. 1 Company stand transferred to the first petitioner. The main contention of Respondents that the first petitioner has failed to adhere to comply the payment schedule as per MOU. The contention of Respondents is that except payment of Rs. 3.00 crores, the 1st petitioner has not paid the balance consideration as per the terms of understanding. There is no dispute that the first petitioner has paid only Rs. 3.00 crores out of the total consideration of Rs. 18.00 crores. The balance payable is Rs. 15.00 crores. It is an undisputed fact that the balance amount was not paid by the first pe....
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....rovides the same shall be referred to the Arbitrator who shall be appointed by mutual consent. Now, the petitioners are raising a dispute that the first petitioner is a shareholder and petitioners No.2 and 3 are the Directors notwithstanding that they failed to comply the payment schedule. This aspect needs to be decided in the main petition. The question whether the first petitioner ceased to be a shareholder by virtue of Clause 7(a) as sub-clause(c) of Clause 7 was not adhered to. The petitioners No.2 and 3 are Additional Directors till their appointment is approved in the next ACM. The board resolution is marked as Annexure-A/12 dated 11.05.2015. The resolution clearly says that they will hold office upto the date of ensuing ACM. Admittedly, there is no resolution of AGM appointing petitioners No. 2 and 3 as Directors. Thus, a serious question is raised by the respondents that the first petitioner is no longer a shareholder as the shares are reverted back by operation of Clause 7 (a) of MOU and that the petitioners No.2 a 3 ceased to be the Directors, as no resolution is passed by AGM confirming their appointment as Directors. The Respondents have raised a serious objectio....
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....for the delay, namely beyond 31st December, 2015 till date for the opportunity cost the petitioners lost due to delay on the part of the respondents;' iv. to pass an order to make respondents responsible for contraventions of all the applicable sections of the CA, 1956/2013 and for the consequences in terms of money, penalty or otherwise before and after the induction of the representatives of the petitioner company; v. to pass an order directing the respondents to bear all the cost and expenses towards the petitions/litigations compensating the petitioners; The present reliefs claimed by the petitioners are not in aid of the main reliefs in which case, the petitioners are not entitled for the interim reliefs prayed in this petition. On this ground also the petitioners are not entitled for these interim reliefs. The contention of the PCS that the first petitioner is unable to pay the balance as the landed property and building of Respondent No. 1 Company stands in the name of the wife of Respondent No.2. The contention of PCS is that the Respondent No.2 had in fact, undertaken to get the landed property and building transferred in the name of Respondent No. 1 Company. He ha....