9911796707
TMI Blog2020 (11) TMI 1000X X X X Extracts X X X X X X X X Extracts X X X X ..... f against the Respondents in respect of further issue of rights approved vide meeting dated 09.05.2020. 3. The respondents No. 1 isa Private Limited Company incorporated on 10 the Day of October, 2018 under the Companies Act, 2013 vide CIN No. U36990DL2018PTC340100. The Company is registered with the Registrar of Company, Delhi and having its registered office at Shop No. 24 G-F CSC Saini Enclave, Delhi - 110092. 4. The present authorized and paid up share capital of the company is INR 4,00,00,000/- divided into 40,00,000/- equity shares of INR 10/- each, which is contributed by Respondent No. 2, Respondent No. 3, Respondent No. 5 and Respondent No. 6 and the Petitioner in the ratio of 10%, 25%, 20%, 15% and 30% respectively (Additio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n the respect of operation and management of the Company. 8. The Respondent No.3 is the promoter of the Respondent No.1 and has been the chairman of the Board of Directors upto 6 March, 2020 when he transferred his total equity holding in the respondent No.1 and Respondent No.2 (his father) and resigned from the directorship however, he is still very much active in the affairs of the company even after the resignation from directorship. 9. The Respondent No.4 is the Director in the Respondent No.1 since 25th October, 2018 and has been actively engaged in the management of the Respondent No.1 ever since although he does not have any share in the paid up capital of the Respondent Company No.1. 10. The Respondent No.5 is the promoter of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dated 06 March 2020 and have passed several resolutions including those related to: * Electing Respondent No.2 as the chairman of the Respondent No.1 and vesting him with all executive powers. * Decision to bring in right issue and thereby increasing the equity share capital of the Company from INR 4 Crore to INR 16 Crore (INR 16,00,00,000/-). * Concluding not to repay the short term unsecured loan of INR 6.90 Crore to the Parents of the Petitioner and to respond to the legal notices issued by them accordingly. 15. It is alleged that petitioner's voice seeking for reason and asking for the rationale behind the decisions was either silenced or faded away and the Petitioner was not allowed to express his opinion and raise his voice in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ce and required personal guarantee of the petitioner.(Copy of South Indian Bank e-mail dated 26.05.2020 informing abeyance of bank Laon disbursement and requiring personal guarantee of Abhishek Jain annexed). * Only Rs. 10 crore was disbursed from the Lender Bank till date, out of the total sanctioned amount of Rs. 25 Crores and the last disbursement was received in the month of March 2020 and remaining disbursal is pending. * the abeyance of bank loan disbursement impacted the financial status Project, and also the financial management of the project becomes impossible, with very low funds or even no funds, for the purchases, outstanding payments and expansion of existing production capacities, as the order given by the Company to the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... He has refused to give personal guarantee or any collateral. He has also refused to bring in investment equal to that of the respondents. He further failed to attend any board meeting held on 06.03.2020, 22.07.2020 and EOGM held on 15.06.2020 despite notice. * It has been alleged that the petitioner has acted against the interest of Company by writing to SIB Bank which in turn has stopped disbursal of Loan amount of Balance of Rs. 15 Crores for the Project. Thus due to his act the finances of the company has been stifled and company has no option but for the Rights issue which is in interest of Company. * Thus the Rights issue is in the interest of the company and should not be stopped and company should be allowed to go ahead with dec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the petitioners, therefore it is made clear that the respondents are free to proceed with rights issue... 23. Therefore, it is no longer res-integra that the right issue for genuine purpose and for the benefit of the company is not illegal until proved otherwise. The petitioner/minority shareholders have to prove the mala fide of the majority in order to get relief against the Righst issue. In the case in hand petitioner himself attended the meeting, submitted his objections against the Rights issue. The petitioner has a chance to purchase/invest more in the company. There is no single instance of oppression or mismanagement by way of further issue of Rights by the directors of the company. 24. In that view of the matter there is no ..... X X X X Extracts X X X X X X X X Extracts X X X X
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