V.P. Singh, Member - (1.) This Company Petition has been filed by the Petitioners for oppression and mismanagement being meted out to them by the Respondents under Sections 186, 237, 397, 398, 399, 402, 403, and 406 of the Companies Act, 1956 and Section 59 and 210 of the Companies Act, 2013 regarding invoking power of the NCLT to call for meetings, rectification of the register of members and investigation into the affairs of the company respectively.
(2.) Brief facts of the case are that the Petitioners are corporate shareholders of Respondent Company-Shyam Retails (India) Pvt. Ltd. which is in the business of retail garments and running stores in the brand name of "Maxmart". The company was incorporated on 22nd May, 2006 under the Companies Act, 1956. The Petitioners have 51% shareholding in the Respondent Company which was hitherto undisputed until the increase in the authorised share capital of the company which was done in the meeting held on 28th March, 2014. The first shareholders of the Respondent Company were R2 and R14, who became shareholders along with their other associates in the Respondent Company. However, R12 and R18 to R21 were never the shareholders of the company. The Petitioners who are the Dhanuka Group and the Respondents who are the Anil Singhania Group entered into a shareholders' agreement to start a joint venture company on 1st October, 2007 to start the joint venture company in the nature of a partnership where both the groups will have equal representation in the Board of Directors and will have 50:50 shareholding in the company. In pursuance of the agreement, the authorised capital of the company was also increased from Rs. 1 Crore to Rs. 2 Crores. R2 and R14 insisted on managing the day to day affairs of the company and therefore entered into a separate agreement with the company on 22nd October, 2007, for getting an extra share in profits. At a later point of time when the shareholding was reorganized, the associates of R2 and R14 also started holding shares in the company. The Petitioners also made investments in the company in the form of inter-corporate loans of an amount of Rs. 1 Crore 10Lakhs on 31st March, 2013. The Petitioners discovered that the Respondents were siphoning off money from the company and were diverting its business to R17 which was a rival company to that of the Respondent Company.
(3.) The Petitioners confronted the Respondents about the same, to which the Respondents offered to buy out the shareholding of the Petitioner in the Company and also offered to pay back the loans that the Petitioners had extended to the Company. The aforementioned shareholder's agreement (SHA) was to be a time bound agreement and was entered into on the 11th May, 2013 but came into effect on the 1st April, 2013. The agreement was time bound and was to be performed within 31stDecember, 2013, failing which the Petitioners would take control of the entire company solely. Also, on 9th May 2013, the Respondents transferred 1% shareholding to the Petitioners and thereafter had asked for a three month extension to fulfill the agreement which they failed to perform yet again despite the extension. An agreement was also entered into between the Singhania Group and the company on 28th May, 2013, to transfer shares to the R12 to the tune of 31.11% by R13, R15, R16, which was allegedly in derogation of the pre-emptive rights of the Petitioners.;