2018 (7) TMI 2105

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..... 25, which along with the impugned allotments made by the Respondents are detailed hereunder: Sl.No. Name of the Share holders Shares Allotted % of shareholding held before 2007 and 2010 allotments of shares %of shareholding held after the impugned allotments of share in 2007 and 2010 1 K.Ramakrishnan 1st Petitioner 1,50,000 10 3.70 2 S.Viswanathan - 2nd Petitioner 1,00,000 7 2.46 3 V.R.Narayanamurti -3rd Petitioner 1,50,000 10 3.70   Total 4,00,000 27% 9.86 2. In 2003, the 2nd Respondent, the brother in law of Mr.Mahesh Madhavan, 3rd Respondent - son of the 2nd Respondent, the 4th Respondent - wife of the 2nd Respondent, 5th Respondent - mother of 2nd Respondent and 6th Respondent - sister of 2nd Respondent became in charge of the Company. In August 2007, the Petitioners have intimated their intention to exit the Company and requested the 2nd Respondent and his associates to buy their shares. They did not agree to buy the Petitioner's shares. 3. The Petitioners have stated that they have not received the notice for the General Meetings since the 2nd Respondent and his family members took ove....

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....persons include the persons referred to in clause (a) of sub-section(l)] in any manner whatsoever- (a) if a special resolution to that effect is passed by the company in general meeting, or... 7. The Petitioners have submitted that the Company had claimed to have passed the alleged Special Resolution at the Extraordinary General Meeting on 20.02.2006, for which the requisite is that the vote in person, or by proxy (where proxies are allowed) is not less than three times (i.e., up to 75%) the number of votes against the resolutions by members so entitled and voting. The Petitioners had held on that day, more than 26% share capital and the Special Resolution could not have been passed without the Petitioner casting their vote. 8. The Petitioners have submitted that the Compliance certificate for 2005-2006 given by the Company Secretary on 28.08.2006 (Compliance certificate - Annexure 6B - Pg.2), clearly states that no EGM was held in the relevant year, 2005-2006. The Petitioners have submitted that there was no such meeting on the said dates. The EGM dated 20.02.2006 is fabricated and concocted. The Form 23 for the Registration of resolutions and agreements, for the EG....

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....e, the Respondents have not obtained audit certificate as required by Rule 6. 10. The Petitioners have stated that the Company increased the authorized share capital, without giving Notice to the Petitioners, on 10.09.2010 to Rs. 4,25,00,000/- (Rupees four crore twenty five lakhs only) by creation of 2,50,000 equity shares of Rs. 10/- each ranking pari passu with the existing equity shares. The Company made the second illegal and fraudulent allotment of 5,55,555 shares of Rs. 10/- each with a premium of Rs. 8/- per share (Ref Respondent C.P typed set, Pg.No.86) vide EGM dated 27.09.2010 and the notice for the same is dated 11.08.2010. The Petitioners have stated that they did not get any notice even for this Meeting, as is the case with the previous meetings. 11. The Respondents in their reply has denied all the allegations stated in the Petition. It is submitted that the e-mail of 18.08.2007 from the Respondent No.2 to Petitioners (enclosed in Pg. No. 205 of the Petition) clearly states that promoters will not be able to buy the shares of the Petitioners at a price of Rs. 38/- and further stated that the promoters are bringing in substantial funds to meet the needs of fresh ....

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....t through an email dated 19.03.2010, a soft copy of the audited financial statements for the Financial Year - 2008-09 was sent to the Petitioners on 20.03.2010. 16. It is further submitted that the averments in Para 6.12(d) of the petition are not denied. 5,55,555 fully paid-up equity shares were issued in 2010 at a price of Rs. 18/- per share aggregating to Rs. 99,99,990/- (Rupees Ninety Nine lakhs Ninety nine thousand nine hundred and ninety only) of Rs. 44,44,440/- is the amount credited to share premium account. The shares were issued after obtaining proper valuation of shares from the statutory auditors of the Company. (Annexure- P16). 17. The final prayer of the Petitioners comprises of the following: (a) To regulate the conduct of affairs of the first respondent company in future; (b) To set aside the illegal allotment of 20,00,000 equity shares allotted to the fourth, fifth, sixth and seventh respondents made on 7/4/2007 and 5,55,555 equity shares allotted to the second, fourth, fifth and sixth respondents on 27/9/2010 respectively, which are ultra vires the articles of association and in violation of Section 81 of the Act; (c) To direct the....