Ina Malhotra, Member - (1.) This Company Petition is yet another in the long line of litigation between the parties. The petitioners have accused Respondent No. 1 Company of oppression and mismanagement by invoking the provisions of Sections 241 & 242 of the Companies Act, 2013 and have prayed for exhaustive reliefs, not only against its Directors and shareholders respondents 2-8, but several other parties.
(2.) Their prayers include inter alia: "(a) Setting aside Sale Deeds executed by Mr. Khayaali Ram and Mr. Dharam Dutt in favour of Respondent No. 9, Mr. Rajeev Puri, (an erstwhile associate of Respondent No. 2), and to declare the petitioner company as owner thereof; (b) to declare agreement dated 31.03.2006 executed between the Petitioner Company and Respondent No. 2 void being ultra-virus the objects of the Memorandum of Association of the Petitioner Company as also the contingent contract which otherwise has become unenforceable; (c) Lift the corporate veil from Respondent No. 1 and hold its business with Respondent no 30, M/s. K.K. Ropeways as competing business to that of the Petitioner company and to transfer all its interest/shares to the petitioners; (d) To hold the intended project of Respondent No. 1 on land purchased from Respondents 12 and 13 as competing business with that of the Petitioner No. 1." Besides the above the petitioners have prayed for various reliefs in the form of Declaration of agreements being void.
(3.) As per averments the petitioner company M/s. Montreux Resort was incorporated on 13.04.2005 with an authorised and paid up capital Rs. 1 Lakh, being 10,000 equity shares of Rs. 10/- each. Its initial promoters and Directors were deceased Mrs. Sonia Khosla and Mr. Vini Ahuja. One of the objects of the company was to develop a Holiday Resort at Kasauli in Himachal Pradesh on land belonging to her father-in-law, Petitioner No. 6 herein. For this purpose agreement had also been entered into with Respondents 12 & 13 and others to acquire adjoining properties. A proposal for tying up with M/s. K.K. Ropeways, Respondent No. 30 was also agreed upon to facilitate the business objects. In terms of a business arrangement, it was proposed that Respondent 2 would infuse investment for developing the project and would be a majority shareholder. Agreements dated 31st. March 2006 was signed between the parties. Respondents 2 to 4 were inducted as Directors. As per allegations made by Petitioners, Respondent No. 2 further allotted shares to his wife and daughters i.e. Respondents 5-8, in an attempt to fraudulently usurp majority control of the Petitioner Company under the garb of increasing its capital. Various acts of fraud and misfeasance have been attributed to Respondents 2 to 4 which are also a subject matter of CP 144/2007.;