AI Drafter 
TaxTMI 
TaxTMI 
2022 (10) TMI 934
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.... sought for by the Respondents 1 to 4 falls under the ambit of Section 241 of the Companies Act. 2.2. It is averred that the Respondent No. 5/ARMPL is a company established in the year 1999, which is engaged in maintaining hotels, providing short accommodation and restaurants. Respondent No. 1 (Girish Malpani) is the Additional Director of ARMPL not having any shareholding in ARMPL. 2.3. The Applicants are questioning the locus standi of the Respondents 2 to 4 as they are not the shareholders or members of ARMPL. In the year 2010 Respondent No. 1 who infused unsecured loan to the tune of INR 2,16,81,500/- following which he was appointed as the Additional Director of ARMPL on 05.06.2010 entrusting him daily operations of the Company. Subsequently, owing to certain disputes, the management of the company was taken over by Respondent No. 6 & 7 from Respondent No. 1. On 25.06.2010 share purchase agreement was signed between Respondent No. 1 and Respondent No. 6 & 7 for sale of certain shares of the company to Respondent No. 1 Due to non-fulfillment of the conditions the share purchase agreement did not consummate. Respondent No. 1 filed FIR but it was closed due to lack of evide....
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....eement dated June 25, 2010. As per the Term-sheet the Respondents/Petitioners have taken over operations of Ambience as going concern from June 1, 2010. With the Respondents having been granted the right to appoint one board member to assist with the smooth transfer of the company. 3.2. The Respondent further stated that the SPA dated June 25, 2010 was acknowledged by the sellers in the SPA. On this basis they had invested huge amounts of money into Ambience which is acknowledged by the Petitioner/Respondent. The Respondents state that they are members in Ambience with their shares being held by the Promoters of Ambience on behalf of the Respondents herein. The Respondents also deny the points mentioned in IA, para wise i.e., 17, 18, 29 20, and 21. The Respondents also deny the assertions in Para 22 and 23 herein. 3.3. The Respondents also deny the assertions in Para 24 stating that the Applicant can't be permitted to now question as to the arrangement under which they are holding the shares in benefit of the Respondent/Petitioners. 3.4. The Respondents deny the assertions in Para 25 stating that in regards the final payment the Respondents were not bound to pay the sa....
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.... (2) The Central Government, if it is of the opinion that the affairs of the company are being conducted in a manner prejudicial to public interest, it may itself apply to the Tribunal for an order under this Chapter. [Provided that the applicants under this sub-section, in respect of such company or class of companies, as may be prescribed, shall be made before the Principal Bench of the Tribunal which shall be dealt with by such Bench [(3) Where in the opinion of the Central Government there exist circumstances suggesting that-- (a) any person concerned in the conduct and management of the affairs of a company is or has been in connection therewith guilty of fraud, misfeasance, persistent negligence or default in carrying out his obligations and functions under the law or of breach of trust; (b) the business of a company is not or has not been conducted and managed by such person in accordance with sound business principle or prudent commercial practices; (c) a company is or has been conducted and managed by such person in a manner which likely to cause, or has caused, serious injury or damage to the interest of the trade, indus....
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....l Rs. 9,68,500/- fully paid-up equity shares of Rs. 10/- each, aggregating 76.09% of the issued and subscribed share capital to the 1st petitioner besides term sheet dated 18.05.2010. According to the Company Petitioners, by virtue of the aforesaid documents they are the beneficial shareholders of the 1st respondent having 76.09% interest in the shares of the 1st respondent, as such they have every right to maintain the above company petition. 8. Ld. Counsel for the present Applicants who are the Respondents 4 to 8 in the Company Petition would contend that the Company Petitioners, (Respondents 4-8) do not fall within the definition of 'Member' as defined u/s. 2 (55) of the Companies Act, as such the Company Application is liable to be dismissed in limine. 9. Since it is settled law that a shareholder who is not a member cannot maintain an application under section 241 of the Companies Act 2013, it is imperative for the company petitioners to establish that they are the members of the 1st respondent Company as on the date of filing this Company Petition. In so far as the case on hand is concerned the Company Petitioners have claimed that the respondents 2 & 3 in Compa....