9911796707
TMI Blog2022 (11) TMI 509X X X X Extracts X X X X X X X X Extracts X X X X ..... presented/argued by the learned advocate are summarized hereunder: (i) The applicants have filed an application under section 241-242 read with section 213 of the Companies Act, 2013 alleging oppression and mismanagement in respondent No. 1 company. (ii) Till date of the filing of the present application, no meetings of the Board of Directors or that of the shareholders of the company have been properly convened or held or informed about to the applicants, who are the majority shareholders in the company. (iii) Respondents No. 2 to 5 have heavily doctored the financial statements of respondent No. 1 company. Thereby, respondents No. 2 to 5 are mismanaging the affairs of respondent No. 1 company. (iv) No notice has been given to the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eing issued at Rs. 900/- premium is proposed as per valuation report and the valuation of shares as per valuation report dated 13.05.2022 is based on 'discounted cash flow method'. The fair valuation of shares after taking into consideration relevant laws and all debt and assets would be at Rs. 2,392/- share. Therefore, by issuing shares on effective discount the respondents are under-mining the underlying value of the respondent No. 1 company. (x) Both the directors of the company are related parties within the Act, i.e., husband and wife (respondents No. 2 and 3) therefore, to approve any resolution under section 62 of the Companies Act, 2013 the same should have been approved in a general meeting of all shareholders. Further, a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd when the need has arisen. The same is appearing in the financial statements of the company. (iv) The demand for repayment by certain creditors need for infusing working capital and capex within the company for its growth, respondents No. 2 to 4 along with the petitioners had multiple discussions and interactions and thereafter decided to infuse certain amounts by way of the rights issue within the company. (v) the respondents with regards to the infusion of funds, after round of discussions the petitioners and respondents jointly decided to raise the same through rights issue. The respondent No. 1 company in its board meeting dated 23.05.2022 resolved for issuance of equity shares of the company on rights basis and approval of share ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rovided to the petitioners, they chose neither to subscribe nor to renounce the shares. 4. In view of the above-made submissions, the following reliefs are sought by the applicants: (i) The operation of impugned notice dated 25.05.2022 for further issue of capital under section 62 of the Companies Act, 2013 maliciously issued by respondent No. 2 on behalf of respondent No. 1 company, for being prejudicial to the interest of respondent No. 1 company be stayed till the final disposal of the main application i.e., CP/35/MP/2022. (ii) Respondent No. 1 to 5 be restrained from transferring or alienating the assets of respondent No. 1 company to any third party till the main application is finally disposed-off. (iii) To direct respondent No ..... X X X X Extracts X X X X X X X X Extracts X X X X
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