2011 (12) TMI 684 - HC - Companies Law

Summary

Issues involved: Application for ad-interim reliefs, valuation of cloud computing business, details of payments made, declaration of dividend, attachment of properties, siphoning of funds.

Ad-interim reliefs and valuation of cloud computing business:
The Plaintiffs sought ad-interim reliefs, leading the Court to direct the valuation of the Defendant No.1 Company's cloud computing business by reputable valuers. The Defendant No.1 was instructed to appoint M/s. KPMG, ENY, or PWC as Valuer and submit the valuation report in a sealed cover by 31st January 2012. Additionally, the Defendant No.1 was required to provide detailed particulars of payments made to various parties from the sale proceeds, as specified in the Affidavit dated 16th December 2011.

Declaration of dividend and attachment of properties:
Concerns were raised regarding the Defendant No.1's intention to declare a dividend at a board meeting scheduled for 3rd January 2012. The Plaintiffs sought to attach the Defendant No.1's properties due to defaults in payments to bondholders. It was argued that shareholders holding a significant percentage might misuse dividends. The Court restrained the Defendant No.1 from making any decisions on dividend declaration pending further orders, emphasizing that any decision taken would be subject to Court approval.

Adjournment and future proceedings:
The Court decided to stand over the matter to 31st January 2012, indicating that the Notice of Motions for ad-interim reliefs would be addressed before the General Body of shareholders at the AGM fixed on 4th February 2012. The Defendant No.1's actions regarding the declaration of dividend were to be monitored and subject to the Court's subsequent orders.