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TMI Blog2014 (6) TMI 813X X X X Extracts X X X X X X X X Extracts X X X X ..... rd of directors of the Respondent No.l Company. Construction of 5 MW hydro electric project is a capital intensive project and requires an estimated expenditure of Rs.42 crores and hence, it is the necessity to get funding from banks/financial institutions against the security of immovable and movable assets of Respondent No.l Company. Nonetheless, the argument given by the Petitioners Advocate that the heavy burden or the assets of the company cannot be undone, carries some force. But, it is relevant to highlight that the interest of the Respondent Company is supreme and such interest lies in completion of the 5 MW hydro electric project. Therefore, to part finance the project, there is requirement to raise funds from banks/financial institutions against security of immovable and movable assets of the company. Keeping in view the allegations contained in the Company Petition, facts and circumstances explained supra, I am of the considered opinion that the 5 MW hydro electric project be taken up by the Respondent No.l Company by raising loans from banks/financial institutions and the sums so borrowed be utilised for efficient and effective completion of "this project without inv ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... - per Mega Watt i.e. Rs,50,000 per month since 1.7.2008. In this process, the Respondent Company has already deposited Rs. 13,63,333/- vide demand draft dated 4.10.2010 and another sum of Rs. 10,38,333/- vide demand draft dated 28.6.2013. It has also been submitted that the Respondent No. 1 Company is now faced with a situation of cancellation of its license to build, own and operate the Sechi, 5 MW hydropower project, being its only asset. On the other side, letters dated 17.6.2013 and 2.7.2013 have been received from the nodal agency of the Government of Himachal Pradesh informing the Respondent No. l Company of cancellation of its 5 MW license in case construction activities are not commenced forthwith. However, the Interim Order dated 11.4,2013 of this Hon'ble Board has brought about all construction activities to a halt at a time when Respondent No.l Company was just about to commence construction. In the event of cancellation of license of Respondent No.l Company, it shall effectively render the Respondent No.l to lose its only asset causing irreparable loss and financial hardship to all the stakeholders and the entire amount paid by Respondent No.l Company towards constr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... flagship company of the group i.e. Rajit Paints Limited and also, of other sister companies including the Respondent No.1. However, the Mehra family, besides other acts of oppression and mismanagement, have illegally and fraudulent manner ousted the Petitioners group from the Board of all the Companies during September-October, 2012 and shown to have gained complete control of the companies Besides, the vacation from the office of the Directors of the Petitioner Group was also shown u/s 283(l)(g) of the Companies Act, 1956, 4. The Petitioners/Non-applicants Advocate has submitted the reply to the submission given on behalf of Respondent No.4 that the Respondent No.4 is not a non-applicant in the CA moved on behalf of Respondent Nos, 1, 6, 7 and 14, Further, it has been emphasized that the Mehra family, in connivance with the Respondent Nos.1,6,7 and 14, conspired to forge and fabricate the share transfers and the resignation letter of the Petitioner group it has also been stated that the Petitioners have filed a Petition u/s 482 of the Cr. P.C. in the Hon'ble Punjab Haryana High Court over the inaction of the police and after hearing the Petitioners, vide Order dated 22.10 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h each other have illegally filed a forged and fabricated Form 32 showing that the Petitioner No.l has resigned from the company and the Mehra Family has illegally shown to have appointed three unconnected persons as directors. 5.1 The Petitioners Advocate has also submitted that as per the terms of the Govt. of Himachal Pradesh, Respondent No.5 which was awarded the Project, cannot transfer its shareholding beyond 51% in the project. As a matter of fact, the Respondent Nos.6,7 and 14 (Applicants) are complete strangers to the company and cannot represent Respondent No.l. On the contrary, the Respondent No.5 and the Petitioners continue to hold 65% shareholding in the company and hence, the Respondent Nos.6, 7 and 14 (Applicants) have no legal right to run the project. 6. In his arguments, the Petitioners/Non-applicants Advocate has submitted that the Applicants herein are making an attempt to seek loans to mortgage the properties of the company to the Banks with the mala fide intent and motive of increasing the liabilities of the company in the garb/veil of procurement of working capital for the company. It has also been pleaded that the Implement Agreement dated 1.3.2008 is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o power project and hence, Respondent No.l Company was required to complete the project expeditiously and within the time frame fixed for the purpose. As the Respondent No.l Company has not been able to start the construction activity on the Hydro Power Project till date, an extension fees is being paid from time to time by the new management which is represented by the Applicants. 7.1 it has been highlighted that the Respondent No.l Company is now faced with a situation of cancellation of its license to build, own and operate the Sechi, 5 MW hydropower project, being its only asset and thereby, in the event of cancellation of license of Respondent No.l, it shall effectively render the Respondent No.l to lose its only asset causing irreparable loss and financial hardship to all the stakeholders and the entire amount paid by Respondent No.l Company towards construction and other costs will have to be written off. Further, in addition, it has also been emphasized that all immovable and movable assets acquired by Respondent No.l have only been for the construction of the 5MW hydro electric project. Not only this, the Respondent No.l represented by the Applicants has been expending ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ily, (R-4), in connivance with the Respondent Nos. 1, 6, 7 and 14 conspired to forge and fabricate the share transfers and the resignation letter of the Petitioner Group. Thus, there is controversy over the shareholding of the Petitioners. Yet, it is gathered from the reply of Respondent No.4 that after sale of shares by the Mehra Group, Respondent No.4 has nothing to do with the management of the company but still continuing in the transitional phase till discretion of the new management. From this, it is dear that the new management has got the entire shareholding of the Mehra Family. Further, the Respondent No.5 continues to be 51% shareholder and the said R-5 i.e. Spaceage Switchgears Ltd. in its short affidavit filed before this Hon'ble Board has also sought for dismissal of the Company Petition, which implies that R-5 is in support of Respondent Nos. 1, 6, 7 and 14, Apart from this, the Respondent No 1 represented by the Applicants has been expending an amount of more than Rs.3 lakhs per month on salaries and establishment cost towards the 5 MW hydro electric project. Under the facts and circumstances, it is informed that Mehra Group has exited from the Respondent No.l Co ..... X X X X Extracts X X X X X X X X Extracts X X X X
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