As per the copy of the unsigned Balance Sheet received by the petitioners allegedly 2,75,500 equity shares of the respondent no.1 company were allotted during the financial year 2012-2013. No details as to when and to whom the said shares have been allotted were ever informed to the petitioners. No Form 2 with respect to the said allotment has been filed with the Registrar of Companies. . No offer was ever made to the petitioners regarding issue of further share capital. The respondents have played a fraud on the petitioners by manipulating the allotment of shares in their favour. The alleged allotment of equity shares amounts to an act of oppression on their part towards the then minority shareholders i.e. the petitioners herein. The respondents had deliberately and malafidely not filed any document pertaining to the alleged allotment with the ROC to conceal the said allotment from the petitioners alongwith the other details including the value at which the said shares were allotted. It is pertinent to mention here that the value of one share of the respondent no.1 was Rs.415.19 as on 31.03.2012, however apparently the alleged allotment has been done at Rs.10/- per share. TEXT of Rejoinder: It is denied that the Petitioners are illegally holding 29.17% shareholding in the respondent no.1 company. It is reiterated that the share holding of the petitioners have been wrongfully decreased in the Respondent No.1 Company.. It is reiterated that the petitioners jointly hold 65500 shares of the respondent no.1 company amounting to Rs.6,55,000/-. It is reiterated that the petitioners hold 29.17% of the issued shares of the respondent no.1 company, however vide illegal allotment of the 2,75,500 shares by the respondents the respondents have reduced the share to 13.1 percent TEXT of Board Resolution . TO CONSIDER PROPOSAL FOR ISSUING ALLOTMENT OF SHARES The chairman informed the Board that as the company is reviving and as per the required/ banking norms for enhancement of cash credit facility, the capital of the company needs to be increased. Further, there is unsecured loan in the books of account of the company. The shareholders, who have provided unsecured loan, have come forward with an offer that their unsecured loan be set off against the allotment of further shares and the further allotment be made to Mr. Mohinder Parkash Ahuja, Mr. Sushil Kumar Ahuja and Mr. Rakesh Kumar Ahuja. Accordingly following resolution was passed “RESOLVED THAT in accordance with the provisions af company’s act read with the relevant clause of articles of association of the company 2,75,500 shares @Rs. 10/- each be and hereby allotted to following respected shareholders/persons. 1) Mohinder Parkash Ahuja 94916 Equity Shares 2) Sushil Kumar Ahuja 88166 Equity Shares 3) Rakesh Kumar Ahuja 92418 Equity Shares Request legal advice for getting nclt judgement in favour
First answer received in 30 minutes.
Lawyers are available now to answer your questions.
you have to file petition IN NCLT to challenge fresh allotment of shares made by company in favour of Ahujas
2) you have to seek orders to set aside allotment of 2,75 ,500 shares in favour of Ahujas at Rs 10 per share as illegal
3)you can seek appointment of independent valuer to determine value of the shares
case already filed in nclt delhi in 2013. arguements starting on 23 aug 17 wanted advice on chances of judgement in own favour as also points,judgements,loopholes in action of directors etc on which own lawyer should base his arguements
you have strong case on merits .
2) your lawyer should emphasis on fact that no independent valuation of shares was done before allotment of shares was done in favour of Ahujas
3) value of one share of the respondent no.1 was Rs.415.19 as on 31.03.2012, however apparently the alleged allotment has been done at Rs.10/- per share.
4) The respondents had deliberately and malafidely not filed any document pertaining to the alleged allotment with the ROC to conceal the said allotment from the petitioners alongwith the other details including the value at which the said shares were allotted
From the limited facts presented by you it seems to be a good case on merits in your favour however to give advise on loopholes etc., petition has to be seen, rest be assured you have a good case and your local lawyer will take care of the same.
regards
1. You have a sound case on merits to argue that no independent valuation of shares was done prior to the fresh allotment being made in favour of the Ahujas.
2. The value of one share of the respondent no.1 was Rs.415.19 as on 31.03.2012, but the alleged allotment has been done at Rs.10/- per share, which is grossly illegal.
3. You can argue only on those grounds which you have taken in your petition.
4. Chances are good, I must say.
If the respondent company has not filed the details of allotment of shares in the company neither has filed the detailed statement before ROC, then this fact should be highlighted in the argument among other vital issues.
The unsigned balance sheet to be relied as an evidence for this namesake and sham (nominal or fraudulent allotment of shares.
The petitioners should raise voice against the deprivation of their rights in the company which has been deprived by such illegal acts.
The arguments based on merits supported by the substantial documentary evidences shall be the ingredients to get a favorable decision in your favor.
case already filed in nclt delhi in 2013. arguements starting on 23 aug 17 wanted advice on chances of judgement in own favour as also points,judgements,loopholes in action of directors etc on which own lawyer should base his arguements.
The loopholes availed by the respondents/directors are to be plugged while making a counter argument.
The arguments should be based on the facts that were established before the court and the evidences that were placed in your support.