TaxTMI 
TaxTMI 
TaxTMI 
2019 (9) TMI 1401
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....anagement and manipulation of documents and records. (c) To appoint independent Chartered Accountant to verify the books of accounts and payments made by the 1st Respondent Company during the years 2016-17, 2017-18 and 2018-19. (d) To direct Respondents not to alienate the assets of the 1st Respondent Company without leave of this Tribunal. (e) To direct the Respondents not to alienate their shareholding in the 1st Respondent Company without leave of this Hon'ble Tribunal (f) To restrain the Respondents from increasing the Authorized Capital and paid up capital of the Company pending disposal of this Company Petition. (g) To prevent the 1st Respondent Company from raising further loans from banks, Financial Institutions and from others. (h) To summon Respondent No. 1 Company to submit before this Hon'ble Tribunal, the minutes of Board and General Meetings and Statutory Registers including notices issued to the Directors as well as to the shareholders to such Board and General meetings. AVERMENTS 2. The facts apropos to the interim reliefs are:- (1) When the matter came up on 10.05.2019, the Counsel for Petitioners requested the Tribunal to pass an interim or....
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....sted the Company and its Directors to call for Extra-ordinary General meeting, nothing was heard from them, thus violated the provisions of Section 100 of the Companies Act, 2013. (5) There is no business in the Respondent No. 1 Company and by not disclosing the facts in the Director's report, the Petitioners are apprehensive that Respondents would sell the property to a third party under the guise of issue of further shares on rights basis which is against the provisions of Section 448, 449 & 450 of the Companies Act, 2013. (6) The Petitioners received rights issue offer letters from Respondents 2 & 3 without proper justification for increase of paid up capital with an intention to bring down the shareholding of the Petitioners for the benefit of Respondents. COUNTER 3. Counter; is filed by Respondents. The objections raised in brief are:- (1) On the other hand, it is the case of Respondents that due to adverse market conditions, the Respondent No. 1 Company could not do much business. Further, several suppliers filed cases against the Respondent No. 1 Company including one under IBC, 2016. As Petitioners failed to make payment of Rs. 37,30,000/-with interest for the i....
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.... for the Financial Years 2016-17 and 2017-18 and filed MGT-7 form with MCA which confirms the shares of the Petitioners. (2) The Petitioners stated that Annexure 11 and 12 filed by Respondents in their counter as evidence goes to show the way Respondent No. 1 Company's affairs were conducted by Respondents No. 2 & 3 as Directors which has nothing to do with the Petitioners. (3) Further it is contended that Respondents No. 2 & 3 signed the balance sheets, annual returns for the financial year 2017-18, countering their own DISCUSSION 5. We have heard the Counsel for Petitioners and Counsel for Respondents. Matter is listed today for passing order on interim reliefs. Pending disposal of the main petition, the Petitioners requested the Tribunal to pass interim reliefs stated in the Petition. To maintain status-quo, the Learned Counsel for Petitioners requested the Tribunal to pass interim orders in favour of petitioners. It is the case of Learned Counsel for Petitioners that Respondents 2 & 3 are promoters/shareholders of 1st Respondent Company. The Petitioners too are shareholders of 1st Respondent Company and that Respondents 2 & 3 being NRIs prevailed on petitioners with f....
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.... purchase consideration to the Company. The amount due and payable is Rs. 37,30,000/- but they paid only Rs. 1,98,000/-. Subsequently, Respondent No. 2 was allotted 1,88,247 equity shares and he was also appointed as Director. Copy of form PAS-3 and Form DIR-12 were filed which is shown as Annexure-4 & 5 respectively. Thus, Petitioners got themselves allotted the shares without paying money to the Company. However, they converted the unsecured loans given by Respondent No. 2 into equity and got allotted the shares to themselves without actually bringing funds. Now there are only two Directors after resignation of Petitioners 1 & 2. Respondents 2 & 3 never agreed to purchase the shares of Petitioners. For discharging the debts the Company has gone for rights issue to raise fund. Respondent No. 2 already invested Rs. 1,79,16,111/- as unsecured loan. The Petitioner invested only a meagre amount. The Counsel contended that offer was also made to the Petitioner but they failed to subscribe to the rights issue. There is no defect in the rights issue. There are pressing demands for discharging the debts of the Company and also for payment of electricity charges. In order to meet these lia....
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....nterim reliefs. 10. The Petitioners are also shareholders along with Respondents 2 & 3. There is relationship between 1st Petitioner and Respondents 2 & 3. The main contention of the Petitioners is that Respondents 2 & 3 who are now managing the Company, who are the Directors of the Company are indulging in oppression and mismanagement. The Petitioners have alleged certain acts of oppression and mismanagement stated to have been committed by Respondents 2 & 3. The Petitioners were on the Board. Subsequently they resigned. Thereafter, Respondents 2 & 3 became Directors. The appointment of Respondents 2 & 3 to the Board is not denied. The resignations by Petitioners as Directors of the Company is also not in dispute. The contention of Petitioners that AGM was held for the years 2016-17 & 2017-18 without giving notice to the Petitioners. This matter to be looked into at the time of final hearing. The further case of Petitioners that Respondents indulged in acts of oppression and mismanagement such as not convening EGM though demanded by the Petitioners. This aspect will also be looked into at the time of final hearing on the main petition. There was correspondence between petitioners....