Ina Malhotra, Member - (1.) A closely held family concern was incorporated in 1990 as the Respondent No. 1 Company with an authorised share capital of 10 crores divided into 1 crore equity shares of Rs. 10/- each. Its main object was to carry out the business of export and import of various items ranging from handicrafts and food grains to toys and machine tools. Petitioner No. 1 and Respondent No. 2 are real brothers and sons of Petitioner No. 3. While Petitioners are immediate family members of Petitioner No. 1, Respondent No. 3 to Respondent No. 6 are from the family branch of Respondent No. 2. Respondent No. 8 is their nominee Director. The holding of the petitioner group is 40.2% while that of the respondents is 59.8%. Petitioner No. 1 and Respondent No. 2 were the initial directors of Respondent No. 1 Company. Respondent No. 2 subsequently shifted to Sri Lanka to manage another company, entrusting the day to day affairs of the Respondent Company in the hands of his sons Respondents 3 & 4 and his nominee Respondent No. 8.
(2.) As per averments, pursuant to a notification dated 9th January 2006, issued by the Indian Railways inviting Private Sector registration for operating container trains, Respondent No. 1 Company along with another company namely M/s. ETA Engineering Pvt. Ltd. entered into a collaboration to bid for the Contract. For this purpose, the consortium so formed by the two was required to deposit a registration fee of Rs. 50 Crores for the project. As per their Memorandum of Understanding executed between Respondent No. 1 Company and ETA, the contribution was to be in proportion of 40:60. Accordingly, Respondent No. 1 Company paid their share of Rs. 20 Crores. Inter se the parties herein, the petitioner group and the respondent group agreed to share the said payment equally as per their agreement dated 03.03.2006.
(3.) The petitioners approached the erstwhile Company Law Board when the respondents intended to increase the authorised share capital of the company ostensibly for a new project. Such a decision was taken at an EGM held on 25.04.2010. The petitioners who allege that they did not receive any prior notice or the explanatory statement became aware of the same when they received the notice for the EGM fixed for 25.04.2006. The petitioners therefore claim that the Board Meeting of 25th April 2006, is illegal and void as no notice of the Board meeting/EGM allegedly held on 1st April 2006 had been given to Petitioner No. 1. Moreover, there was no need for any increase in the share capital of the Respondent Company. Further in the alleged meeting of 1st April 2006, it was also resolved that superseding all previous resolutions, Respondents 3 & 4 would be authorised to take all necessary action in respect of the Railway project. Apprehending the illegal designs of the respondents, the present petition has been filed.;