Ina Malhotra, Member - (1.) The present petition has been filed under Section 241 - 242 of the Companies Act 2013, alleging acts of oppression and mismanagement, prejudicial not only to the interest of the company but also being against the interest of the various stake holders. It is also prayed that the appointments of respondents 4 & 5 who have been illegally inducted as Additional Directors be declared null and void with the consequential effect of nullifying decisions taken by them.
(2.) As per averments made, Respondent No. 1 Company, which is engaged in the business of development of Real Estate, was incorporated in March 2011. Respondents 2 and 3 are its Directors and incharge of the day to day affairs of the Company. The paid up capital of the Company is Rs. 1 Lakh, of which the Petitioner, a registered company, acquired a 40 % shareholding from Respondent No. 3, Shri Piyush Tiwari.
(3.) It is further averred by the petitioner that upon the respondents' representation that they had been allotted plot No. SC-01/D-1, Sector 79 Noida, Dist. Gautam Budh Nagar, UP by the Greater Noida Authority for development of a Group Housing Complex, the plans of which were duly sanctioned, they approached the petitioner for financial assistance. At the respondents' request, the petitioner extended a term loan of Rs. 6 crores for a period of 1 year for development of the group housing complex. The petitioner transferred the aforesaid amount vide an RTGS transaction of 2.10 crores to the Respondent's Bank account on 13.05.2014 and Rs. 3.90 crores vide cheque No. 200235 dated 23rd May, 2014 drawn on HDFC Bank, Preet Vihar, New Delhi. As per the terms and conditions agreed between the parties, the said loan amount was to be repaid within a period of one year, i.e. by 24.05.2015. The respondents had also undertaken not to borrow any further money without the petitioner's consent in writing till their liability stood extinguished. It is stated that as the Respondents failed to adhere to the repayment timeline, the petitioner was constrained to file a suit for a Permanent and Prohibitory Injunction in the court of the Sr. Civil Judge, Delhi for restraining the respondents from selling, parting with or creating third parties right over the allotted land being plot No. SC-01/D-1 Sector 79, Noida, District GB Nagar, UP.;