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2025 Supreme(Online)(NCLT) 401
NATIONAL COMPANY LAW TRIBUNAL
Chitra Ram Hankare, J, Kaushalendra Kumar Singh, T
Rajesh Agrawal alias Raju Agrawal & Ors – Appellant
Versus
Makhija Construction & Engineering Pvt Ltd & Ors – Respondent
Proceedings under Section 241-242|CP/9(MP)2021
For the Applicants: Mr. Pratik Tripathi a.w. Mr. Rajesh Agrawal & Mr. Mukesh Agrawal
For the Respondents: Mr. Rajat Lohia (R-2, 5, 6, 7 & 8)
Share application money must be allotted as equity shares within 60 days or refunded, and conversion to unsecured loan without compliance violates rights of shareholders.
Headnote:(A) Companies Act, 2013 - Sections 213, 241, 242, 244, 42(6) - Petition under sections for acts of oppression and mismanagement alleging share application money conversion to loan without allotment - Claimants fulfilled eligibility as 10% shareholders - Court directed refund of pending share application money with interest or allotment of equity shares within specified time. (Paras 1, 12, 17, 18)
(B) Share application money as unsecured loan - Conversion without due process or notices - Petition timely filed in compliance with shareholding requirements despite respondents' contention of limitation. (Paras 3, 4, 10, 14, 15)
| Table of Content |
|---|
| 1. filing of petition under section 241-242 of the companies act. (Para 1 , 2 , 4) |
| 2. arguments by petitioners regarding oppression and lack of compliance by respondents. (Para 3 , 5) |
| 3. respondent's contentions concerning shareholding and legal procedures. (Para 6 , 7) |
| 4. court's observations on share application money conversion and compliance requirements. (Para 10 , 15) |
| 5. court's directive for refund or allotment of equity shares. (Para 17 , 18) |
| 6. final ruling and outcome of the petition. (Para 20) |
JUDGMENT
1. The present application was filed on 20.08.2021 by petitioners namely Mr. Rajesh Agrawal, M/s Cemacon Infrastructure Private Limited, Dr. Yogesh Agrawal, Mr. Mukesh Agrawal, Mr. Naresh Agrawal (Petitioners) under Section 241 -242 of the Companies Act, 2013 against M/s Makhija Construction & Engineering Pvt Ltd, its directors and other respondents for various acts of oppression & mismanagement in the affairs of the company against the petitioners.
2. The reliefs along with the interim reliefs sought by the petitioners in the present petition are as under:
a) Pass an appropriate orders, relief’s, directions under section 241 an 242 of the Companies Act, 2013 to bring to an end the aforesaid acts of oppression and mismanagement perpetrated by the respondents and for necessary orders and reliefs in respect thereto, including as prayed for therein;
b) To declare of conversion of Share Application Money Pending for Allotment into unsecured loan as null and void;
c) To give direction to issue and allot the 47,609 equity shares to the Petitioner No. 1 to 5 against their respective share application money lying with the Respondent No. 1 Company;
d) Scheme be regulated to run and manage the affairs of the Respondent No. 1 Company by the Hon’ble Tribunal;
e) Remove Respondent No. 2 to 8 as Directors of the Respondent No. 1 Company and declare him disqualified as per the section 164(1)(e) and/or 167(1)(e) of the Companies Act, 2013 ;
f) order investigation into the books of accounts and the affairs of the Respondent No.1 Company under section 213 of the Companies Act, 2013 and issue necessary directions to Performa Respondent No.4;
g) Direct Respondent No. 2 and 8 to provide inspection of records and registers of the Respondent No. 1 Company and provide certified copies thereof to the Petitioners;
h) Restrain the Respondent No. 2 to 8 from relinquish, sell, alienate, mortgage, charge or create third party right on the rights to acquire the educational plot situated at Sector E, Sch. No. 94, Indore held in the Respondent No. 1 Company;
i) Restrain the Respondent No. 2 to 8 from taking any action which is prejudicial to the interest of the Respondent No. 1 Company and Petitioners;
j) Pass an order declaring the Annual General Meetings held on 30.09.2015, 30.09.2016, 29.09.2017, 30.09.2018, 30.09.2019 and 31.12.2020 as null and void as no notice calling such AGMs were ever served;
k) Pass an order declaring balance sheets for FY 2013-14, 2014- 15, 2016-17, 2017-18, 2018-19 and 2019-20 as null and void as it contains material false information and does not reflect the true and fair view of the transactions;
l) To pass appropriate order against the Respondents for various non compliances under the Companies Act, 2013 as disclosed under this petition including;
m) Pass an appropriate order under the sections invoked herein including Section 447 and 448 of the Companies Act,2013 against the Respondents for filling of false and misleading information with Ministry of Corporate affairs;
n) and pass such other/further order/directions, which this Hon’ble Tribunal may deem fit and proper in the facts and circumstances of the present case.
Interim Reliefs
a) restrain the Respondents from relinquishing, selling, parting with, transferring, mortgaging, alienating or encumbering the right in leasehold land educational plot situated at Sector E, Sch. No. 94, Indore of the Respondent No. 1 Company or creating any third party interest in it till
