AI Drafter 
TaxTMI 
TaxTMI 
2024 (9) TMI 1918
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....tes. ORDER These appeals are filed under Section 421 of the Companies Act, 2013 against the order dated 30th August, 2024 passed by National Company Law Tribunal, Chandigarh in CP(CA) No.21/Chd/Hry/2024 and IA No.17/2024 and IA No.14/2024 filed under Section 241-242 of the Companies Act, 2013. 2. The facts of the case are the appellants held 3,50,000 equity shares of Rs. 10 each which amounted to 35% of the total shareholding in Respondent No.1 company and constitute more than 1/10th of the total members of the Respondent No.1 company. It is alleged the Respondent No.1 company was initially incorporated with an authorised share capital of Rs. 1,00,000/- and at the time of its incorporation Ms Anjana Rani and Ms Divya were holding 5....
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....s were barred from entering into the office premises and appellant No.2 was constrained to call local police and only then they could enter its premises. In the presence of police a meeting for discussion of an exit plan was fixed for 30.11.2023 and later on an Exit Agreement dated 12.12.2023 was executed between the parties wherein the total consideration of Rs. 1,83,00,000/- was to be paid to the appellant herein by 28.02.2024 and it was only then they were to exit by transferring of their share certificates, resignation of directorship etc. 6. It is the submission for the appellants the Respondents only paid an amount of Rs. 91,50,000/- as on 28.02.2024 and thus the Exit Agreement had become voidable at the option of the appellant w.e....
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....It may be noted that no such grievous act of oppression and mismanagement is neither alleged nor proved against the Respondents, which may be detrimental to the interests of the Petitioners or the Company. The whole discussion in the case in hand revolves around the execution of the Share Purchase Agreement cum Memorandum of Understanding, whereby the Petitioners agreed to transfer their 35% shareholding in the Respondent No. 1 Company to Respondent Nos. 2 and 3 for a consideration amount of Rs. 1.85 crores and Respondent Nos. 2 and 3 paid only Rs. 91.50 lacs to the Petitioners. Thus, the conflict involved is execution of the said agreement, which is more of a civil in nature rather than of oppression and mismanagement as alleged by the Pet....
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....duled to be held on 10.07.2024; further to direct the Respondent not to alter or modify the admitted shareholding position of the applicants and to restrain the company from issuing or allotting new securities which would result in further dilution of shareholdings of the applicants in the company and to restrain Respondents No.2 and 3 from unilaterally transferring any funds from the bank accounts of the company and manage the affairs of the company; was rather dismissed by the Ld. NCLT, hence these appeals. 9. We have gone through the Exit Agreement viz Share Purchase Agreement cum Memorandum of Understanding of 12th December, 2023. The relevant clauses are as under:- 3. That the transfer of the shares is subject to the follow....
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.... v. The Company shall file the Resignation alongwith the required Documents with ROC within 2 days of settlement as stated in Sub-Clause iv. vi. The Bank Account shall be unfreezed on request of the First Party with immediate effect after receiving 1st tranche of amount i.e. Rs. 50,00,000/- to be paid on 12.12.2023. vii. Amount shall be disbursed by the Second Party as per the applicable laws and TDS wherever applicable. viii. Till 28.02.2024 no Interest shall be charged, however, after 28.02.2024 the Interest shall be paid on pending amount @ 24% P.A. ix. After the execution of the payments mentioned in Annexure I, the First Party to this Agreement shall issue a No Dues Certificate, duly Notarized in fa....
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....ish Singh Rathore 206939 2,95,000/- 20.05.2024 6 Satish Singh Rathore 206940 7,00,000/- 20.05.2024 7. Sachin Kumar 206959 4,66,027.40 10.06.2024 8 Divya 206958 17,260.27 10.06.2024 9 Diksha 206956 30,378.08 10.06.2024 10. Beena Bhadouria 206955 49,364.38 10.06.2024 11 Satish Singh Rathore 206957 68,695.89 10.06.2024 Ld counsel for the petitioner alongwith the petitioner in person -Sachin Kumar, who is present today, refused to accept the same and wants to argue on the point of maintainability. A date is requested by Ld. Counsel for petitioner to file the rejoinder, however, instead of filing the rejoinder, he is directed to f....