- (1.) The petitioner has filed the present writ petition praying for a writ of mandamus prohibiting respondent nos.2, 3 and 4 from executing the award, which has emanated from a void subscription-cum-share holder agreement dated 28th February, 2001. The petitioner has further prayed that respondent nos.2, 3 and 4 should be restrained from taking further proceedings for attachment of the bank account of the company M/s Prime Tele Systems Ltd. or against any immovable property of the company. The petitioner has also prayed that criminal proceedings should be initiated against respondent nos.2, 3 and 4 for committing fraud against the company.
(2.) The facts leading to the filing of the writ petition is, that the petitioner claims himself to be the Additional Director of Prime Tele Systems Ltd, which is a Company incorporated under the Companies Act, 1956 and has a unit at Noida Export Promotion Zone in District Gautam Budh Nagar and is looking after the affairs of the company for the last 22 years. The petitioner also claims to be a share holder of the company.
(3.) The petitioner contends that the company is engaged in the manufacture of wireless equipments and in the year 2000, the company under the guidance Satish Mehta a Director of the company decided to initiate an expansion programme for which purposes necessary funds were required. Accordingly, the company issued an advertisement in April, 2000 inviting investors. Respondent nos.2, 3 and 4 responded to the said advertisement and desired to make an investment. The petitioner contended that respondent no.2 is a foreign company and, through its Indian unit, purchased shares of the company to the tune of Rs.4.60 crores. In the same fashion, respondent no.3, which is another company purchased the shares of the company to the tune of Rs.2.40 crores and respondent no.4 purchased shares to the tune of Rs.4.80 crores. On the basis of the investment made by respondent nos.2, 3 and 4, a subscription-cum-share holder agreement dated 28th February, 2001 was entered between the company and respondent nos.2, 3 and 4. The petitioner contends that this subscription-cum-share holder agreement is a void agreement and is not binding upon the company or its share holders, inasmuch as the said agreement was never signed by respondent no.2 nor Satish Mehta could have signed the agreement as he was not the Director at that relevant moment of time nor was authorized to sign such agreement by the Board of Directors of the company. The petitioner further alleges that respondent nos.2, 3 and 4 forced the company and Satish Mehta to hand over the drawings and technical know how of the products in the garb of getting it patented outside India.;