ABNASH CHANDER MAHAJAN Vs. VIKAS PROMOTERS (P.) LTD.

JUDGEMENT

(1.) THE petitioners holding around 15 per cent shareholding in R1 -company, filed this CP against R1 -company, R2 -5 continuing as directors of R1, against R6 working as auditor and acting in connivance with R2 -5 and R7 -46 continuing as shareholders of R1 -company, under sections 397 and 398 of the Companies Act, 1956 ('the Act') on the ground that R2 -6 are managing the affairs of the company prejudicial to the interests of the petitioners, thereby the petitioners sought reliefs:

(2.) R 1 -company is engaged in the business of Builders & Colonisers. The petitioners submit somewhere in the year 2006 they invested around 1.8 crores of money constituting 16.35 per cent shareholding of the total issued and paid -up capital of the company. The petitioners together held around 3,60,000 shares of the face value of Rs. 10 each at a premium of Rs. 40 each in R1 -company for which they paid Rs. 1,80,00,000 as on 30th September, 2006. The petitioners paid full money to the shares at the rate of Rs. 10 per share at a premium of Rs. 40 per share. Soon thereafter, R2 -5 unilaterally brought down the shareholding of the petitioners from 16.35 per cent to 15.36 per cent as on 31st March, 2009 making an allotment of 1,42,200 shares to themselves behind the back of the petitioners as reflected in the balance sheet dated 31st March, 2009. The petitioners submit that R1 is a private limited company run by R2 -5 as directors and R6 as auditor. R2 -5 are relatives and friends holding majority of the shares in R1 -company.

(3.) THE petitioners submit that the R2 -5 controlled and managed Vikas Multiplex (P.) Ltd., Vikas Infrastructure (P.) Ltd., Vikas Jagan Developers (P.) Ltd., Vikas Travels & Tours, Alankit Assignment, Quadria and Associates (P.) Ltd., Alankit Finsee Ltd., Vikas Associates (P.) Ltd. and Vivek Gyan Uday Foundation. They submit that United Bank of India as on 22nd July, 2006 sanctioned loan of Rs. 15 crore, out of which, as per balance sheet of the year ending 31st March, 2008, R1 -company availed Rs. 11.78 crore by the time the company was hardly at the stage of digging for foundation. This entire amount, taken for raising Cine mall went into sister concerns of the respondents though UBI Bank mandated that the loaned amount be utilised only for the purpose for which it was sanctioned, i.e., for construction of the cine mall. They submit that R1 -company took loan on interest and diverted those funds as 'interest -free loans' to the sister concerns making the company indebted for the loan amount pumped into the companies owned by the respondents 2 -5. Respondent No. 1 -company diverted Rs. 10.40 crore to various sister concerns.