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TMI Blog2024 (8) TMI 191X X X X Extracts X X X X X X X X Extracts X X X X ..... issue which is in progress till the disposal of the main CP No. 18/BB/2024. The Respondents are further directed to keep the amounts collected so far since opening of the second rights issue in relation to this offer in a separate account which should not be utilised till the disposal of the main petition in CP No. 18/BB/2024. Further, status quo with regard to existing shareholders and their shareholding shall be maintained till the disposal of the main petition CP No. 18/BB/2024. The Respondents are directed to comply with the directions given, regarding the details of allotment of shares on 02.03.2024 and the details of the Escrow banks accounts by filing a compliance affidavit with a memo within a period of 10 days; duly serving the copy on the otherside - List this matter before regular bench on 04.07.2024 along with main petition i.e. CP No. 18/BB/2024 for further consideration. - Sh. M.S.S. Sundaram Hon ble Member(Judicial) And Sh. Manoj Kumar Dubey Hon ble Member (Technical) For the Petitioners : Shri Sudipto Sarkar, Sr. Adv., Shri Satish Parasaran, Sr. Adv. with Advs. Shankh Sengupta, Sampath Kumar, Tine Abraham, Yogesh Singh, Akshaya R., Aubert Sebastian, Manasa S., Ran ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... been filed under Section 241-242 of the Companies Act, 2013 read with the other provisions of the Companies Act, 2013 inter alia alleging various acts of oppression and mismanagement committed by the Respondents. 4. This Tribunal on the basis of the undertakings given by the Respondents through their counsels passed an order on 27.02.2024 that there will be no allotment of shares without increasing the Authorized Share Capital of the Respondent No. 1 Company and the funds received by the Respondent No. 1 Company in respect of the rights issue should be kept in a separate Escrow account and it should not be withdrawn till the disposal of this matter. 5. Now, these applications have been filed under Section 242(4) of the Companies Act, 2013 r/w Rules 11 32 of the NCLT Rules, 2016; alleging that when the main C.P. is pending for consideration, the first Respondent has once again proposed a second rights issue by way of offer letter dated 11.05.2024 which has opened on 13.05.2024 and scheduled to end on 13.06.2024. 6. Heard the Ld. Senior Counsels for the Applicants and Ld. Senior Counsels for the Respondents No. 1, 2 to 4 and perused the records. 7. Shri.Sudipto Sarkar, the Learned Se ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Madras High Court in the matter of Century Flour Mills Limited vs. V.S Suppaiah and others 1975 SCC Online Mad 73: (1975) 88LW 285. 8. Shri Satish Parasaran, the Ld. Senior Counsel for the Petitioner No. 2 pointed out the various allegations against the Respondents including the matter pending in Delaware Court in USA regarding the siphoning of funds to the tune of US$ 533 million. Moreover, it is contended that the Respondents have not even filed the financials for the FY 2022-23; and even for FY 2021-22 it was filed very late. He further mentioned Para-10 of the order dated 27.02.2024 in which an undertaking of the Ld. Senior Counsel for the Respondents No. 2 to 4 was recorded that there will not be any allotment of shares without increasing the Authorised share capital and there was no mention of any existing headroom. It was also stated by him that the Respondents have admitted in their reply filed vide Dy.No.2461 at Para 65 that only the money received from 28.02.2024 has been kept in the Escrow Account in accordance with the order dated 27.02.2024. He also further referred to the judgment of Hon ble Supreme Court in case of Suman Chadha and Another vs. Central Bank of India ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ders. He further relied on the following judgements: a. Thomson Press (India) Limited v. Nanak Builders and Investors Private Limited and others (2013) 5 Supreme Court Cases 397 b. Balwantbhai Somabhai Bandari v. Hiralal Somabhai Contractor (Deceased) rep. by LRS others, in Civil Appeal No. 4955/2022; c. Sangramsingh P Gaekwad and others vs. Shantadevi P. Gaekwad and others (2005) 11 Supreme Court Cases 314; 11. Shri K.G. Raghavan, the Ld. Senior Counsel for Respondents No. 2 to 4 stated that as per Page 1316 at Para 6 of the Board Resolution, timeline was given and also bank account details for the amounts received through rights issue was also given at Page 1317 and further stated that no amount was withdrawn from the account from the date of passing of order by this Tribunal on 27.02.2024. The Respondents are directed to file the complete details of the concerned Escrow bank accounts from the opening of the right issue on 29.01.2024 till date. He further stated that Section 62 (1) (a) of the Companies Act, does not bar the preference shareholders though it mentioned only equity shareholders. He also referred to the Hon ble Apex Court judgement in the case of Needle Industries (I ..... X X X X Extracts X X X X X X X X Extracts X X X X
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