9911796707
TMI Blog2010 (12) TMI 1281X X X X Extracts X X X X X X X X Extracts X X X X ..... sets of the Respondent NO. 1 company. (d) Declare that the Extra-Ordinary General Meeting dated 901 September, 2005 held by the Respondents NO. 2 and 3 to pass the ordinary as well as special resolution for amendment of Memorandum of association and Articles of Association Of the company for increasing the authorized share capital of the company from ₹ 10 Iac to ₹ 20 lac and allotment Of majority of shares to the Respondent No. 2 himself as illegal and void and the ordinary as well as special resolution passed thereat be also declared void and not binding on the company. (e) Declare thet the change of registered office from "Shushruth", Dr. Sinnur Building, Vidyanagar, Shahapur - 585 223, Gulbarg District to "Laxminagar, Shahapur 585 223, Gulbarga District, is illegal and against the provisions of the Companies Act, 1956. (f) Declare that the Charge created over the whole of the movable properties of the Company by the Respondent Nos. 2 and 3 for ₹ 380 lac with the Indian Renewable Energy Development Agency Limited, New Delhi - 110 003 is illegal and void. (g) Declare that the petitioners are entitled to get allotment of new shares to the ex ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sociation of the Company. On verification Of Form No. 23 filed with the ROC with regard to the ECM held on 09.09.2005, it was noticed that the notice for the said ECM was said to have been dispatched on 01.08.2005, but actually the Respondent No. 2 and 3 ever sent any notice to the petitioners and no notice was ever served on thern. 4. Based on the promise that further shares would be allotted to the petitioners, all the petitioners deposited share application money as advance towards allotment of shares for which the RI Company issued cash receipts to the petitioner. However, R2 instead of allotting the new shares out Of the increased share capital to the petitioners has allotted 15,780 shares to himself in the EGM held on 09.09.2005 illegally only for the purpose of making the petitioners a minority shareholders and to have full control over the company and to grab the company's assets. If the respondent Nos. 2 and 3 had informed or otherwise sent the notice for the EGM held on 09.09.200S, the petitioner would also have purchased some shares. Due to this illegal allotment, the percentage of shareholding Of each Of the petitioners has become 0.86 from 12.5, whereas the percen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... alled for the tender to construct the hydel project and M/S. Biradar Construction Company, a partnership firm, in which the respondents and sister of the respondent No. 2 and daughter Of the other two respondents are the partners was also one Of the tenderers and as the tender submitted by the said firm was being the lowest, the Company awarded the project to the said firm. In anticipation of investment of ₹ 168 lac by the promoters, the firm commenced the project. In fact the said firm has already invested about ₹ 70 lac in the project. 12. The petitioners for the reasons best known to them did not contribute towards further investment and the Company could not collect ₹ 168 lac being the promoters' investment in accordance with the terms aid condition of IREDA and therefore, the project came to a stand still. 13. As the registered Office of the Company was situated in the upstairs Of, the residence of the petitioners 1 to 3, it was difficult to the respondents to access the registered office and they could not open the registered Office and peruse the records and documents of the Company without the permission Of the petitioners. Though the registered offi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... The petitioners filed rejoinder wherein they have stated that: The Company called for the tender for the hydel project in the month of December 2004 and M/S. Biradar Constuction Company belonging to R2 to R4 succeeded in getting the company's project. However, there is a prohibition in the articles Of association Of the Company and the Respondent Nos. 2 to 4, without the approval Of the board, have accepted the tender submitted by the said firm which is illegal and unsustainable Under law. The Respondents have also stated that at this juncture Only the said firm had invested ₹ 70 lac in the project. The petitioners have Stated that when there was no money in the bank account how the Company can invest that much money in the said project and without taking any advance from the Company, how the said firm has invested ₹ 70 lac in the project Of the Company. The tender was advertised only on 05.05.2005 and the petitioner NO. 3 Vide his letter dated 01.07.2005 oejected allotting the project to the said firm. 20. The petitioners never resigned from the directorship Of the Company and the respondents have filed form NO. 32 without producing any resignation letter of the p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e contesting parties in the Company and towards the project under taken by the Company. The parties were also permitted to make necessary gubmissions and produce relevant records before the Chartered Accountants for verifying the investments made by the parties. It is also record the Chartered Accountant appointed by this Bench had written letter to the Managing Director Of the Company wherein he intimated that the petitioners have deposited bank statement and also produced the photocopies of the receipts acknowledged by the company accountant which shows their investment as share application money in the Company. The Chartered Accountant had also requested the respondents tp visit their Office to comment upon the documents filed by the petitioners and it was also intimated that if the respondents failed to respond to their letter within 7 days, they would be constrained to accept the documents produced by the petitioners as correct and report the "me to the CLE. It is also a fact that the respondents neither submitted objection to the said letter nor they visited the Office Of the Chartered Accountant to rebut the claim of the petitioners. The matter was taken up for hearing ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
