MALAXMI INFRA VENTURES (INDIA) (P) LTD. Vs. BRAHMANI INFRATECH (P) LTD.

JUDGEMENT

(1.) THE present application is filed under regulation 44 of the Company Law Board Regulations, 1991, praying this bench to grant temporary injunction restraining the respondents from, in any manner, considering or approving any resolution which purports to authorise the board of directors of the first respondent to surrender the immovable property allocated to the first respondent by APIIC and restrain the first respondent from releasing the security deposit of Rs. 30 crores collected from the seventh respondent. Shri T.K. Seshadri, learned senior counsel appearing for the applicant submitted that the applicant holds 20.79 per cent of the equity shareholding in respondent No. 1 company and has filed the above petition along with the second petitioner complaining about various acts of oppression and mismanagement and sought various reliefs in relation thereto. This bench protected the interest of the applicant in respect of the applicant's shareholding in respondent No. 1 company. He submitted that the company issued notice dated 23 May, 2012, for calling and holding the 13th annual general meeting of respondent No. 1 company to be held on 6 July, 2012 at 10.00 a.m. to transact the ordinary and special business as mentioned in the notice. He submitted that so far as ordinary business is concerned the applicant does not have any objection to it. However, in respect of transaction of special business in the 13th annual general meeting, the applicant is having objection to it and the same should not be transacted in the meeting and sought indulgence of this Bench to restrain the respondents from transacting any business as mentioned at paragraph 4 of the notice.

(2.) HE submitted that by way of the special business the company proposes to transact and pass the resolution and the following is the extract of the said special business. 'Resolved that the board of directors of the company, subject to such consents/approvals of the authorities as may be required, be and is hereby authorised to terminate the contract with Mantri Technology Parks (P) Ltd. (MTPL), co -developer, on account of its material breach of the covenants in Joint Development Agreement dated 27 February, 2008, and supplementary agreement dated 28 February, 2008, thereto and consequent to the said termination and further to take necessary steps and to explore various alternatives in the interest of the company and its stakeholders as the board may deem fit. Alternatively, the board of directors is further authorised to exercise option to surrender in full or in part, the project land pursuant to clause 30(b) of the agreement of sale -cum -power of attorney dated 6 November, 2006, in case the Government of AP/ APIIC does not accede to the company's request for extension of time up to November, 2021, or such other feasible time -lines to replace the co -developer/ technical associate as an alternative to MTPL/Mantri Developers (P) Ltd. (MTPL) and to execute the project within the extended time -lines or explore any other alternative as may be decided by the board of directors and/or shareholders in the interest of the company'.

(3.) IN view of the reasons, learned senior counsel requested the bench to grant injunction restraining respondent No. 1 company from transacting the special business as mentioned in the notice dated 23 May, 2012.