PRATHIBA M. SINGH, J.

1. The Plaintiff - SAS Hospitality Pvt. Ltd. (SAS) has filed the present suit seeking a declaration that the allotment of shares in favour of the Defendant Nos. 5 to 9 is null and void and a permanent injunction be passed from giving effect to the allotment dated 5th October, 2013. Reliefs prayed in the plaint are as under:

“(a) Declaring that the allotment of shares, dated 05th October, 2013, in Defendant No. 1 Company in favour of Defendant No. 5-9 as set in Schedule I to the Plaint to be null, void and illegal.

(b) Issue a decree of Permanent Injunction restraining the Defendant No. 1 and Defendant No. 2-4 from giving effect to allotment dated 05th October, 2013.

(c) Issue a decree of Permanent Injunction restraining the Defendant No. 5-9 to exercise any voting rights or whatsoever rights in Defendant No. 1 Company in view of the illegal allotment of shares dated 05th October, 2013.

(d) Issue a decree of Permanent Injunction restraining the Defendant No. 1 from selling, disposing or creating third party rights on the assets of the Defendant No. 1, that is, the hotel property, J-14, Community Centre Rajouri Garden, New Delhi-110027.

(e) And/or pass any other order as your lordship may deem fit in the facts and circumstances of the case.”

2. SAS Hospitality Pvt. Ltd. is the Plaintiff No. 1 in the present suit and Plaintiff No. 2 Mr. Anant Kumar Aggarwal is the shareholder of the Plaintiff No. 1. The Defendant No. 1 – Surya Construction Pvt. Ltd. (Company) is a company, which owned a hotel property at J-14, Community Centre, Rajouri Garden, New Delhi-110027. The authorised share capital of the Company was 1 crore divided into 1 Lakh equity shares of Rs.100/- each. The actual issued share capital as on 31st March, 2013 was Rs. 85,76,500/- comprising of 85,765 shares of Rs. 100/- each. The Defendant Nos. 2 to 4 Mr. Samir Nawalgari, Mr. Sharad Nawalgari and Mr. Vaibhav Jhawar were managing the Company. The majority shareholder of the Defendant No. 1 Company to the tune of 99.96% was the Plaintiff Company.

3. The suit was filed on the basis of the following allegations.

(a) That the Defendant Nos. 5 to 9 were allotted shares of the Company in an illegal and clandestine manner on 5th October, 2013.

(b) That the said allotment was made known by virtue of returns filed on 7th December, 2013.

(c) That the allotment of shares was done in an illegal and unlawful manner by transferring the moneys belonging to the Company and showing artificial deposit of Rs. 1.6 crores. In fact, the same amount of Rs. 48 Lakhs belonging to the Company was rotated repeatedly to show that the Defendant Nos. 5 to 9 had paid the Company between 6th and 9th September, 2013, whereas in fact they had not made the said payments.

(d) That in a fraudulent manner the shareholding of the Plaintiff in the Company, which was to the tune of 99.96%, was diluted to 21.44%.

(e) That the share warrants, which were purportedly issued on 30th March, 2013, were illegal as the share capital did not permit issuance of share warrants. Moreover, share warrants could only be issued by a public limited company and not by a private limited company.

(f) That by circulating the same amount on four different occasions and showing that the Defendant Nos. 5 to 9 had subscribed to the share capital, allotment of share was made in their names, which is completely illegal.

4. The plaint also mentions that one of the directors approached the Company Law Board (‘CLB’) seeking redressal and vide order dated 24th October, 2013, a status quo order was passed by the CLB. Proceedings therein are stated still to be pending.

5. The Defendants have filed their written statement and raised a preliminary issue as to the maintainability of the present suit. It is stated that the Company was in severe financial crisis due to a loan taken by the Company from India Bulls Housing Finance Ltd. In fact, it is stated that the only property of the Company has already been attached under Securiti