TaxTMI 
TaxTMI 
2020 (2) TMI 762
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.... appellants (Respondent in CP No.36/ND/2015) preferred this appeal against the judgement dated 20.09.2018 passed by the National Company Law Tribunal, Allahabad Bench, Allahabad. The Respondent Company (petitioner in CP No.36/ND/2015) had filed the petition before erstwhile Company Law Board, New Delhi Bench under Sections 397, 398, 402, 403 and 406 of Companies Act, 1956 and after creation of NCLT the petition has been transferred to NCLT Allahabad. 2. The appellant No.1 company was incorporated under the Companies Act, 1956 on 24.8.1997 as name of R.K. Chains Pvt Ltd. The name of the company was changed to MIT e-solutions Pvt Ltd on 22.8.2008, further renamed to Bridge e-Solution Pvt Ltd on 21.2.2011 having its registered office at 12 ....
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....he Respondent filed the petition against the appellants under Section 397, 398, 402, 403 and 406 of the Companies Act, 1956 alleging that without knowledge and consent of Respondent, appellant No.2 to 4 increased authorised capital from Rs. 5 lakhs to Rs. 40 lakhs without following due procedure and due notice to the Respondent and appellant No.2 to 4 have not subscribed any money after increasing share capital. However, they diluted the shareholding of the Respondent company from 51% to 47%It is also alleged that appellant No.2 employed his wife Smt Shasi Gupta without the consent of Respondent Company, her name is not shown in the list of employees of the company and the amount of Rs. 322220/- is disbursed to her as salary. Thus the act o....
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....ng procedure and obtaining approval/consent of major shareholders and even without infusing the funds by the appellants herein. Dilution of shareholding of Respondent herein is illegal and oppressive act and there is financial mismanagement and siphoning of the funds from the appellant company. It is also held that the relationship between the shareholders as irretrievably broken down and there is stalemate in the operations and business of the company. Hence allowed the petition of respondent with a direction that the Resolution dated 27.9.2013 in regard to increase of authorised capital is illegal and void. It is also directed that there are instances regarding manipulation of annual financial statements and siphoning of funds from the ap....
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....y sent funds to the appellant company. 11. The appellants have not filed any documents to show that this finding is incorrect or erroneous conclusion has been drawn by the NCLT. Thus the plea of the appellants that the Respondent company stopped paying expenses/invoices of the appellant company from September, 2013 onwards, therefore, the appellant company has to increase share capital from Rs. 5 lakh to Rs. 40 lakh, is not correct. 12. As per the appellant they have sent the clear 21 days notice of EGM dated 27.9.2013 by courier. In regard to proof of service they have filed the receipt of courier which is illegible. The appellants have not filed any acknowledgement of notice by Respondent Company. Surprisingly the appellants have no....
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....r subscribing the increase share capital. The resolution for increasing share capital was passed on 27.9.2013. Thus how the amount was sent before passing the resolution not explained by the appellants. Thus we are unable to convince with the arguments that the Respondent company has subscribed the increase share capital. 18. It is apparent that after the re-allotment of shares, the shareholding of Respondent company is diluted from 51% to 47%. 19. Learned counsel for the appellant submits that after the allotment of shares to appellant N.2 to 4 they infused the amount in the company for the same they relied on the ledger entries. 20. The appellants have not filed the copy of the bank account to show that the amount has been cre....
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..../- has been paid to Smt Shashi Gupta. It is a clear case of siphoning of funds from the appellant company. Admittedly the company was managed and controlled by the appellant No.2 and 3. Therefore, when the wife of appellant No.2 was appointed in the company it was obligatory on the part of the appellant No.2 and 3that on prior approval she should have been appointed. NCLT has rightly held that case of oppression and mismanagement has been made out hence the appeal be dismissed. 24. We have gone through the record. It is admitted fact that Smt Shashi Gupta wife of appellant No.2 was appointed and was paid salary of Rs. 50000/- per month and before her appointment no prior approval was obtained. Appellants are unable to convince why her na....