- (1.) This Company Petition is filed by Mr. Arvind Parasramka and 10 others against Minwool Rock Fibres Limited and 22 others u/s 111 A, 397, 398, 399, 402, 403 and 406 of the Companies Act 1956 primarily seeking the following reliefs: a. Declaration that the resolution purported to have been passed either for increase in authorized capital of the company or for issue and allotment of 3,75,000 CCDs or for issue and allotment 0/11,25,000 OCDS or for issue and allotment of 32,60,298 Equity Shares in Rl Company and showing such further issue and allotment of equity shares CCDs/ OCDs is illegal null and void and should be directed to be delivered up and cancelled; b. Directing the Respondent No.l Company to rectify the Register of Members and induct the name of Petitioners No 1,3 to 11 in place of Petitioner No.2 in relation to the 15000 shares in question and all benefits such as rights, bonus etc, that have accrued thereupon since the date of purchase, inter alia, among other prayers. c. An Order be made for cancellation of all purported allotment made relating to the purported issue and allotment of share of the Company in favour of the various persons mentioned hereinabove.
(2.) The Petitioners state that, P2 purchased two lakh shares of Rl Company from ICICI Bank on 29-1-2010 and Rl Company registered the same in the name of P2 on 1-1-2011. Thereafter, P2 sought details and clarifications on the Balance Sheet after inspection of records with ROC, to which, there was no answer from Rl Company, on 30-3-2011, Rl Company conducted Extra Ordinary General Meeting without notice to the Petitioners, wherein the authorised share capital of Rl Company was increased from Rs. Five cores to Fifteen crores, the Board of Directors of Rl Company was authorised to borrow up to Rs.75 crores and to create security by way of mortgage and /or charge thereby making funds available to the Board of Directors for illegal disposal of the same without knowledge and consent of the Petitioner, further Rl Company was authorised to issue and allot 3,75,000 compulsorily convertible debentures of the face value of Rs. 100/- each to IFCI limited (R22) and also authorised to issue and allot 11,25,000 Optionally Convertible Debentures of Rs.100/- each convertible into equity shares of the Company based on the performance of 2012-2013, which will cause irreparable loss to the Petitioners by way of not only of dilution of their stake in the company but also leads to substantial reduction of the value of their shares. The Rl company is apparently creating some false and fictitious expansion/diversification plans to entice R22 which is a subsidiary of a public sector enterprise to subscribe in the convertible debentures which may be prejudicial to R22, and by this, the Respondents are falsely and mischievously enriching themselves, by allotting a 32,60,298 equity shares of Rs.10/- each to themselves i.e. (R2 to R21) . The Rl company has not obtained any permission from the shareholder for the issue of shares and debentures and no notice has been served to the shareholders individually or by newspaper advertisement and hence the allotment is malafide and wrong, bad in Law and dishonest. The said allotment is in total breach of trust with ulterior motive of reducing the Petitioners' share from 4.88% to a hopeless minority of 2.72%. On 30.06.2011 filed Form 2 for the purported allotment of shares to (R2 to R21) , the financial statements of the company are misleading and confusing and are not in consonance with accepted accounting standards and the Balance Sheet of the company as on 31-03-2010 was prepared in violation of sections 217(l) (b) , 217(1 ) (c) , 217(1 ) (e) , 217(2A) , 211(3A) , 211 and 211(1) . On 16-9-2011, PI and P3 to Pll approached P2 for purchase of shares of Rl Company from P2, for which, P2 agreed to sell and transfer thousand shares each to PI and P3 to Pll and submitted transfer forms to the Respondent Company to get the shares transferred in their name. On 21-9-2011, P2 sought copy of annual report for the year ended on 31 -3-2011 and notice of the date of the Annual General Meeting, to which also, there was no answer from Rl, hence, again on 24-11-2011, P2 sent another reminder regarding pending transfer of shares basing on the request made by the P2 to Rl Company, but till date share register has not been rectified.
(3.) The Respondent Company filed its counter stating that P2 is the holding two lakh shares of Rl Company, which accounts for only 2.72% of the subscribed capital of Rl, the statutory register of Members does not show PI and P3 to Pll as shareholders, that Rl Company in the Board meeting held on 9-2-2011 decided to call EGM on 30-3-2011, in pursuance of it, F.GM notice was despatched to all the shareholders including P2 by ordinary post as required under section 53 of the Companies Act 1956. Rl Company filed Form-23 along with notice for EGM with ROC. In the meeting held on the date aforementioned, the shareholders approved the increase of share capital, allotment of shares, allotment of optionally convertible debentures and compulsorily convertible debentures. The Respondents submits that as per section 108A of Companies Act 1956 the Company shall not register transfer of shares unless proper instrument of transfer duly stamped and executed is submitted to the Company and in this transfer documents, the adhesive stamps were not cancelled which tantamounts to be deemed unstamped as provided under section 12(2) of Indian Stamps Act 1899 which leads to non-compliance of Section 108A of the Companies Act 1956 and hence the request for transfer of share in favour of PI and P3 to Pll was declined, the transfer of Rl shares by ICICI Bank Limited in favour of P2 is under challenge in a suit filed by R2 on the file of District Judge Rajandgaon in Chattisgarh and Rl Company finally submitted that it has not violated Sections 217(l) (b) , 217(l) (c) , 217(l) (e) , 217(2A) , 211(3A) , 211, 211(1).;