Ina Malhotra, Member - (1.) The petitioners have filed the present case against the respondents alleging various acts of mismanagement and oppression.
(2.) The brief background of the case is that the petitioners acquired Respondent No. 1 company in February 2007 for developing an integrated township over land measuring about 130 acres located at Zirakhpur Greater Mohali, Chandigarh.
(3.) In May 2007, Respondent No. 2, a company incorporated und' the laws of Mauritius, and engaged in the business of investments in Asia, including in India, invested a sum of Rs. 93 Crores in Respondent No. 1 Company and became a 50% equity partner, acquiring 11,00,000 shares. Respondent No. 2 also entered into a shareholders agreement with the Promoters (the Petitioners herein), which stipulated the terms and conditions inter se the parties. As per the agreement, the money received was to be kept in a separate bank account exclusively opened for the expenses relating to the development of the Zirakhpur project. It was to be jointly operated by a nominee appointed by each side. However, the petitioner's case is that as finances were required for urgent environmental clearances, scrutiny and other charges for development of the project, money was withdrawn in an emergency without due notice to Respondent No. 2. The petitioners submit that on account of a dispute raised by Respondent No. 2, they were coerced into executing an Acknowledgement cum Agreement date 5th March 2010, agreeing to deposit shares for petitioner No. 2 as security along with signed blank transfer deeds with a Custodian i.e., Respondent No. 8 herein, for reimbursing the Claim made towards the withdrawal. The original title deeds of the land belonging to Respondent No. 1 company were also deposited with the custodian. The petitioners aver that this was done on the understanding that they would procure a buyer for discharging the Claim made by Respondent No. 2. The petitioner submits that the deposit of the shares along with signed blank transfer deeds (which were to be renewed periodically) and original title deeds of the property were only offered by way of security, and it was never their intention that their shares could be sold. It was also agreed that the petitioners would try to find a potential buyer for the land to whom Respondent No. 2 would also sell their holding, as they were no longer interested in the project and wanted to exit. The nominee director of Respondent No. 2 also resigned in furtherance of this intention which is affirmed by the Form 32 filed with the RoC.;