TaxTMI 
TaxTMI 
2004 (1) TMI 712
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....22 Bhulabari Desai Road. Bombay-26. 2. The respondent company, namely IT Cubes India Pvt. Ltd. was incorporated on 5th July, 2000 with limited liability under the provisions of C.A. 1956 having the authorized share capital of Rs. 10,00,000 divided into 1 lakh shares of Rs. 10 each. Out of the same 8900 shares of Rs. 10 each were issued and subscribed on incorporation of the company. The respondents were the original promoters of this company with one share each. However, the majority shares amounting to 8900 shares were held by the petitioner NO. 1 and their shareholding at the time of incorporation was as under:- I. Petitioner No. 1, 8896 shares II. Respondent NO. 2 1 share III. Respondent NO. 3 1 share IV. Respondent No. 4, 1 ....
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....The P-1 was surprised to learn that the R-1 had filed relevant document to show that the respondent No. 1 had purportedly issued further 28400 shares. This further issue of 28400 shares was by issuing 7100 shares each to R-2,3,4 and 5. No notice of such further issue of shares was given to the petitioner No. 1 even though Petitioner No. 1 originally holding 8896 shares out of 8900 shares issued at the time of incorporation of Respondent company. This further issue of shares reduced the shareholding of the petitioners from 99.95% to 23.85%. The petitioners have submitted that this further issue shares to Respondents 2,3,4 and 5 on 16.01.2003 are illegal and wrongful and against public interest. The petitioners have further alleged that the r....
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..... The question of disclosure of further issue of shares to first petitioner does not arise since the respondent were under no duty or obligation to make any such disclosure. The respondents have admitted that the shareholding of the first petitioner stood reduced to 23.85% of the total paid up capital of the first respondent company. The respondents have further submitted no motive can be imputed and no illegality can be alleged in that behalf. They have once again reiterated that such further issue of shares did not require any notice to the petitioners. 5. The petitioner in his rejoinder has stated that further issue of shares was to be regulated under the provisions of Article 9 of Articles of Association of the respondent company. Th....
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....ounsel for the petitioner submitted that further issue of capital shares made by the Board of Directors was subject to sanction of the company in general meeting of shareholders. The learned counsel for respondent has further submit no general body meeting has ever been called so far by the respondent company, even at the time of allotment of shares to the petitioner amounting to 8896 share. The learned counsel for petitioner submitted that there were only four directors who were only shareholders holding one share each of respondent company. As such the question of calling any general body meeting of shareholders would not arise More over, it is not possible at this bilated stage to confirm whether any general body meeting had been called ....