TaxTMI 
TaxTMI 
2023 (2) TMI 443
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....g directions: "17... 1. The Respondents are directed to allot shares equivalent to 51% in the Company to the Petitioners; 2. We hereby set aside the impugned EGM held on 23rd February, 2012 and the resolution passed thereon for sale of property of the Company. 3. We hereby declared that Mrs. Vineeta Lal to be on of the Directors of the Company as per Sale Deed dated 27.07.2011 executed by KIADB; 4. We hereby direct the Respondents to convene the Board meeting of the M/s. Regal Machine Tools Private Limited, within a period of two months from the date of receipt of copy of this order to carry out directions above. 5. The other reliefs as sought for are hereby rejected as devoid of merit. 6. All pending I.As also stands disposed of." 2. Submissions of the Learned Counsel appearing on behalf of the Appellants: * On 02.11.1982, one acre of land bearing Plot No.39, Bommasandra Industrial Area, Attibele, Hobli, Ankal Taluk, Bangalore admeasuring 3948 Sq. Meters was allotted to M/s. Regal Enterprises, a sole proprietorship concern owned by Mr. S.M. Mohan Lal (since deceased represented by Respondent No. 2 to 4 here....
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....tly, the Hon'ble High Court vide Order dated 08.06.2011, considered the MoU and directed KIADB to execute the Sale Deed in favor of the first Appellant Company. It is submitted that on 25.05.2011, the Appellant and the Respondent moved a representation to KIADB referring the MoU dated 18.03.2011 for execution of a Sale Deed in favor of the first Appellant Company. * It is submitted that 'Chartered Accountants Certificate' of NN Yuvraj & Associates dated 01.06.2011 stating that the Respondents are holding 51% Shareholding is fabricated and cannot be relied upon. It is also contended that the Respondents had failed to produce the said Chartered Accountants Certificate for exemption before the 'Special Economic Offences Court' at Bangalore. Hence, this 'Certificate' cannot be relied upon. * Learned Counsel for the Appellant argued that the proposal of purchasing 2,243 'Equity Shares' for consideration of Rs.53,83,200/- was made by the Respondents and the first Appellant entered into an MoU on 01.07.2011 with Respondents 1 to 4 and the said consideration amount was handed over vide Cheque No.582870 dated 31.08.2011, but it was never presented and was returned to the R....
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....own business of manufacturing of Hospital Equipment and late Shri SM Mohanlal reposed faith in him. But the second Appellant misused the scheduled 'Property' for manufacturing of Hospital Equipment in contravention of Clause 2(n) of the possession Letter/Lease cum 'Sale Agreement' dated 23.04.1984, executed between late Shri SM Mohanlal and the fifth Respondent. Clause 2(n) specifically states that the scheduled 'Property' would have been used for the purpose of manufacturing 'Machine Components' and 'Sheet Metalwork'. It is submitted that the Appellants in their 'Counter' filed before the CLB admitted that the 'property' was used for manufacture of Hospital Equipment. * It is submitted that the second Appellant had filed contradictory documents with the fifth and sixth Respondents, whereunder it was submitted that Respondents 1 to 4 owns 51% of the 'Shares' for the first Appellant Company and the second Respondent is the Director thereof. * The NCLT had rightly held that the Appellants had removed the Respondent a lifetime Director, in contravention of the Articles of Association and has set aside the EGM. * It is contended by the Learned Counsel for the....
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....nt Agreement' was ever entered into. It is also pertinent to mention that the 'Schedule Property' was allotted for establishing and running an industrial unit for a period of 11 years, failing which the 'Sale Deed' could not be executed in their favour. This is a matter of record. It is the case of the Respondents that Late Shri S.M.Mohan Lal and the 1st Respondent were removed as 'Directors' when Late Shri S.M.Mohan Lal had fallen ill and had to be taken to New Delhi for an angiogram. 7. A perusal of the material on record establishes that there is no 'documentary evidence' inasmuch as the relevant 'Minutes of the Board Meeting' or any other significant documents establishing that any 'allotment' or 'transfer of shares' were made with the consent of the 1st Respondent or the legal heirs of Late Shri S.M. Mohan Lal. There is no 'Balance Sheet' which has been filed by the 1st Appellant Company with the ROC and neither is there any record produced for having called any 'Annual General Meeting' after issuance of notice to the Respondents about the 'purported sale'. 8. As per the 'Articles of Association' of the Company, no person can become a shareholder in the 1st Appellant Com....
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....greed that it is essential that execution of an absolute deed of sale by the Board in favour of the Company be executed so as to render the absolute ownership of the Schedule Property and in the overall interests of the Company, have settled all their disputes by the Settlement Agreements in WP No. 6360/2010. The Copy of the Agreement is enclosed along with this representation." 12. In the aforenoted letter, it is clearly mentioned that 51% shareholding of the 1st Appellant Company was with the legal heirs of Late Shri S.M.Mohan Lal and the same is also certified by the Company's Chartered Accountant. It is vehemently denied by the Respondents that the Cheque was given by the Respondent and was never presented and taken back. 13. It was only pursuant to the disposal of the said 'Writ Petition' that the Company had addressed a letter dated 25.05.2011 to KIADB and certificate dated 01.06.2011 was issued by Shri NN Yuvaraj and Associates, Chartered Accountants which reads as under: "This is to certify that Mrs. Kaushy Mohall al wife of Mohan Lal S.M, aged about 67 years residing at No. 36, 5th Cross, Nandidurga extension, Bangalore acquired 2243 equity shares of Regal m....