Bikki Raveendra Babu, Member - (1.) Respondents No. 2 to 4 are the Directors of the first respondent company. Petitioner No. 1 used to purchase barrels from the first respondent company and thereby petitioner No. 1 and respondents developed business relations between them. Respondents No. 2 to 4, while they were in financial crunch and in search of funds for the survival of the first respondent company they approached the petitioners. A meeting was arranged between the petitioners and respondents No. 2 to 4 at Mumbai on 17.01.2010. In the said meeting it was agreed between the petitioners and respondents that taking valuation of the first respondent company as Rs. 360.00 lacs, respondents No. 2 to 4 agreed to make petitioners as 50% partners in in the first respondent company subject to payment of Rs. 180.00 lacs by the petitioners to the first respondent company. The mode of payment agreed between the petitioners and respondents No. 2 to 4 is as follows:- (i) Within 1.5 to 2 months Rs. 100.00 lacs were required to be paid; (ii) Rs. 40.00 lacs to be paid out of share of profit for the year ended on 31.03.2011 and so on; (iii) Rs. 40,00 lacs after one year Over and above what has been stated above (iv) interest free loan of Rs. 20.00 lacs repayable after two years within a period of 1.5 to 2 months (v) Rs. 150.00 lacs as letter of credit facility from Citi Bank (vi) Equal participation in the equity holding of both petitioners and respondents in the R1 company.
(2.) As agreed between the parties on 17th January, 2010, authorized share capital of the first respondent company was increased from Rs. 50.00 lacs to Rs. 75.00 lacs in order to accommodate the issue of further shares to the petitioners. Between 12th January, 2010 and 18th January, 2010 petitioners have issued cheques for Rs. 32,98,500/- towards the share application money for 329850 equity shares of Rs. 10/- each being the 50% of equity participation in the first respondent company.
(3.) On 11th March, 2010 the Board of Directors of the first respondent company allotted 329850 equity shares of Rs. 10/- each being the 50% holding in the first respondent company to the petitioners. But, respondents deliberately mentioned the number of equity shares in Form 2 of return of allotment only 310,000 equity shares instead of 3,29,850 equity shares of Rs. 10/- each to keep the holding of the petitioners 1 to 6 below 50% in the first respondent company and to gain control of the company. However, respondent No. 1 issued share certificates of 3,29,850. This shows the intention of respondents in reducing the shareholding of petitioners 1 to 6. Petitioners have also given unsecured loan of Rs. 1,65,52,452/- to the first respondent company and the same is reflected in the audited balance sheet of the first respondent company for the financial year 2012-13 thereby petitioners have given Rs. 1,98,50,952/- by way of equity and unsecured loan. On 25th March, 2010 petitioners No. 1,2 and 4 were appointed as Additional Directors in the first respondent company.;