ANIL GUPTA & ORS Vs. YOGESH MAHAJAN & ORS; INDIANHAWKS WEALTH CREATORS PVT LTD & ORS
LAWS(NCLT)-2016-12-13
NATIONAL COMPANY LAW TRIBUNAL
Decided on December 20,2016

ANIL GUPTA And ORS Appellant
VERSUS
YOGESH MAHAJAN And ORS Respondents


Referred Judgements :-

STATE OF MAHARASHTRA VS. PRABHU [REFERRED TO]


JUDGEMENT

- (1.)This pertains to Company Petition no. 20( ND)/ 2016, filed under section 397 and 398 of the Companies Act, 1956, by Mr. Anil Gupta ( Petitioner No. 1 ) along with wife Mrs. Manisha Gupta (Petitioner No. 2) and son Mr. Siddhant Gupta ( Petitioner No. 3). The Petitioners have sought the following relieves:
I. Pass an order declaring that Respondent No. 1 to 9 have been guilty of diverse acts of operation and against the Petitioners and guilty of mismanagement of Respondent No. 10 and its subsidiary companies i.e. Respondent No. 12,13 and 14.

II. Declare that the acts of Respondent No. 1 to 9 are prejudicial to the functioning of Respondent No. 10 and its subsidiary companies i.e. Respondent No. 12,13 and 14 and accordingly, they may, by an order of permanent injunction be restrained in looking after or managing the affairs of Respondent No. 10 and its subsidiary companies i.e. Respondent No. 12, 13, and 14;

III. Direct Respondent No. 1 to 9 to bring the amounts siphoned off back into Respondent No. 10 and its subsidiary companies i.e. Respondent No. 12, 13, and 14;

IV. Pass an order directing Respondent No. 1 to 9 to furnish collaboration agreements entered into for developing properties at Subhash Nagar, Ramesh Nagar and all the other agreements that they have entered into including the details of land acquired/ converted into plots and sold in Jaipur and other areas in and around Delhi on behalf of Respondent No. 10 or its subsidiary companies i.e. Respondent No. 12, 13, and 14;

V. Pass an order directing Respondent No. 1 to 9 to furnish correct and true accounts with respect to properties at Rajouri Garden, Subhash Nagar, Ramesh Nagar and all the other agreements that they have entered into including the details of land acquired/converted into plots and sold in Jaipur and other areas in and around Delhi on behalf of Respondent No. 10 or its subsidiary companies i.e. Respondent No. 12, 13, and 14;

VI Declare that Vicky Arora (Respondent No. 3) or any other director or person had No authority or resolution in his favour for entering into any agreement dt. 09.02.2013 or any other agreement for and on behalf of Respondent No. 10 company for development of any property or to spend or receive any money in this behalf and he should restore the money so spend along with interest to Respondent No. 10;

VII. Direct Respondent No. 1 to 9 to compensate the Petitioners and Respondent No. 10 company by way of interest @ 18 % per annum for the funds diverted from the company;

VIII. Frame a scheme for administration of Respondent No. 10 and its subsidiary companies i.e. Respondent No. 12, 13, and 14;

IX. Restrain the Respondents and each one of them from altering the shareholding pattern and/or share capital structure of the Respondent No. 10 Company in any manner whatsoever;

X. declare that resolution alleged to have been passed on 14.10.2015 by Respondent No. 10 Company for filing case against Petitioner No. 1 as illegal and invalid;

XI. Restrain Respondent No. 1 to 9 and each one of them from dealing with or disposing of or alienating or encumbering or transferring any of the assets whether moveable or immoveable of the Respondent No. 10 Company, more particularly the three properties at Subhash Nagar, Rajouri Garden and Ramesh Nagar various other properties held in the name of company;

XII. Direct the Respondents to produce the statutory records of companies i.e. Respondent No. 10, 12,13 and 14 including minute books, register of members, all statutory registers, minutes of Annual General Meetings, books of accounts before this Hon'ble Board and direct the verification and authentication of the records by bench officer of the Board;

XIII. To appoint sufficient number of independent directors to regulate just and fair affairs of the companies i.e Respondent No. 10, 12, 13 and 14;

XIV. Pass an order directing Respondent No. 1 to 9 to show notices or circulars and agendas sent for Annual General Meetings or Board Meetings;

XV. Direct the Respondents to send notices for all general meetings regularly in future to the Petitioners in advance so that they could come to attended meetings;

XVI. Direct the Respondents to send notices for all Board Meetings to Petitioner No. 1 in advance so that he could come to attend meetings; XVII. Pass such order or further orders as deemed fit and appropriate in the circumstances in the interest of justice by the Hon'ble Company Law Board.

(2.)The brief facts relevant to the case is that M/s Indianhawks Wealth Creators Pvt. Ltd. (Respondent No. 10) was incorporated under the provisions of companies Act, 1956 on 4th November 2011 with authorised capital of Rs. 2 Crores divided into 20,00,000 equity shares of Rs. 10 each. The Registered office of the Company was at C-138, Naraina Industrial Area Phase - I, New Delhi. The main object of the company was to raise capital from the promoters and directors and to utilise the same to earn high returns for its investors. The following persons were the subscribers to the Memorandum of Association of the Company and the first directors of the company at the time of incorporation i.e. on 04.11.2011. JUDGEMENT_13_LAWS(NCLT)12_2016_1.html
(3.)Subsequently, four more directors were appointed on 2.7.2012 in the Board of Directors of Respondent No.10 company as under:- JUDGEMENT_13_LAWS(NCLT)12_2016_2.html
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