The mere failure to inject further capital does not amount to oppression or mismanagement under the Companies Act, as no binding obligation existed.

ORDER

(Physical Hearing)

This application has been filed by the applicant, under Section 241 , 242 and 244 of Companies Act, 2013 , seeking the following reliefs,

Relief's Sought:

a. Remove the Respondent No.2 herein from the directorship in the Respondent No.1 Company/RPPL for his acts of mismanagement, conflict of interest and breach of fiduciary duty as a director in the Respondent No.1 Company/RPPL

b. Restraining Respondent No.2 from interfering into the conduct of the business of the Respondent No.1 Company and obstructing smooth functioning of Respondent No.1 Company, more particularly by restraining Respondent No.2 from passing any resolution without the concurrence of the Petitioners.

c. Direct Respondent No.2 to render unto Respondent No.1 the infrastructure, cars, drivers and equipment wrongfully purchased in the name of Mumbai Falcons Racing Limited/Respondent No.3.

d. Restrain Respondent No.2 from dealing with / alienating / creating third party rights over any property of the Respondent No.1 Company.

e. Purchase of shares or interests of any members of the Respondent No.1 Company by other members thereof or by Respondent No.1 Company.

f. In the case of purchase of its shares by Respondent No.1, the consequent reduction of its share capital.

g. Restraining Respondent No.2 from interfering with or disturbing the shareholding of the Petitioners in the Respondent No.1 Company.

h. Recovery of undue gains made by Respondent No.2 in the undertaking of purchases on behalf of /for Respondent No.1 Company and the transfer of the recovered sums to Respondent No.1.

i. Pass any other orders that this Tribunal deems fit and proper for the conduct of the affairs of the Company.

FACTS OF THE CASE

1. Racing Promotions Private Limited (“Respondent No. 1 company” / “RPPL” herein after referred as R1) is engaged in the business of organising motor racing leagues for Indian Formula racers in India The Respondent No.1 Company/RPPL on 10.11.2018 entered into a Sanction and Commercial Rights Agreement with the Federation of Motor Sports Club of India (herein after referred to as 'FMSCI). As a result of the aforementioned Agreement entered into by the Respondent No.1 Company/RPPL, the Respondent No.1 Company/RPPL, was granted the exclusive right to conduct franchise based four-wheeler motor sport racing events in various cities in India for a period of 5 years and also extendable for a further period of 5 years.

2. Petitioners No. 1 and 2 are Indian Motor Sport Formula Racers and participate in the various motor sports events. It is stated by the petitioner that Respondent No.1 Company/RPPL herein was facing some financial hardships, and the Respondent No.2 who was already associated with the Respondent No.1 Company/RPPL as a team owner promise to infuse the funds to the respondent no 1 company.

3. It is stated that term sheet cum offer letter dated 18.09.2020 was signed between Respondent No.2 and the Respondent No.1 Company/RPPL it is submitted that The term sheet was completely one sided, self-serving, biased and unfair terms in favour of Respondent No.2.The said Term sheet was non-binding in nature and was valid only for a period of 30 days within which Petitioners and the Respondent No.2 herein agreed to enter into a Definitive Agreement which would bind the parties herein with respect to the terms and conditions as proposed in the Term sheet.

4. Petitioner/Promoters herein transferred/relinquished major portions of their shares in favour of the Res