- (1.) The application under consideration is filed under section 242(4) of the Companies Act, 2013 (the Act, 2013) read with Rule 11 of the National Company Law Tribunal Rules, 2016 (the Rules) by the applicant who is the petitioner in TCP No. 156 of 2016. The applicant has filed the present application seeking an order to amend the prayers made in the main petition by adding the pleadings and the documents to be incorporated which are stated in Schedule A and relevant prayers which are attached as Schedule B to the application. The applicant has also filed a separate application in CA No. 174 of 2017 for impleading 3 individuals as Respondents 7 to 9 in the main petition.
(2.) The Learned PCS for the applicant herein submitted that the Applicant/Petitioner has filed a petition under section 397/398 and 402 of the Companies Act, 1956 and upon hearing the petitioner an order was passed on 15.10.2015 wherein the 1st Respondent Company has been directed to issue notice of the shareholders for general meetings and directors to the board meetings. In complete contrary to the said order, the Company has convened Extraordinary General Meetings (EGMs) on 12.03.2016 and 14.09.2016 and increased the authorized capital from Rs. 40 crore to Rs 45 crore and allotted shares on preferential basis respectively. The matter of earlier increase in capital is under challenge in the main petition. The earlier and the present increase of authorized capital were made on the pretext that there is insistence of the banker of the Company. After increasing the authorized capital, the shares have also been allotted to the proposed respondents in the board meeting held on 02.05.2016.
(3.) The learned PCS further submitted that the applicant has made an investment to the tune of Rs. 15 crore in the preference capital of the Company and the dividend @ 6% is due from the year 2004. On account of the failure of the Company, the applicant is entitled for voting as envisaged by Section 47(2) of the Companies Act, 1956. In addition to the EGMs held on 12.03.2016 and 14.09.2016, the Annual General Meeting (AGM) was also convened on 15.09.2016 and no notices either for the EGMs and for AGM was issued to the applicant as per the requirement of section 47(2) of the Companies Act, 1956 or in compliance with the order made by the Hon'ble Tribunal on 15.10.2015. By the allotment made on 18.09.2013, the voting right of 45.57% has been reduced to 39.56% and it has been further reduced to 34.95% due to the allotment made on 02.05.2016. The company has disregarded to the statutory right of the applicant and also violated the order made on 15.10.2015. The learned PCS submitted that without the support of the petitioner, the question of passing any special resolution does not arise. In view of the above, the learned PCS submitted that it is inevitable to incorporate necessary pleadings with documents in the main petition and relevant prayers also to be added in the main petition.;