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2021 (6) TMI 344 - Tri - Companies LawOppression and Mismanagement - transfer of shares of petitioner, by its nominee directors, without his consent - dispute required to be referred to Arbitrator or not - sale of rights issues of respondent 1 Company, pending the adjudication. Whether transfer of some of shares of the petitioner in R1 Company by its nominee directors R3 & R4 to R2 is prima-facie legal and valid? - HELD THAT:- Since R3 & R4 were not specifically restrained by the petitioner acting on its behalf while acting as its nominee Directors in R1 Company, such transfer of shares, prima-facie cannot be held to be void in absence of enough material. In any way it can't be held at this stage that the act of transferring the Petitioners shares in R1 Company by R3 & R4 is fraudulent transfer. Such finding can't be recorded unless the matter is heard at length - The fact remained that the transfer of shares prima-facie does not appear to be void - issue answered in affirmative. Whether "the dispute" in between the petitioner and the respondent requires to be referred to the Arbitrator in view of clause 18 of SHA dated 17/1/2018? - HELD THAT:- The mere allegations of fraud simpliciter levelled against R3, R4 & R5, are sufficient to hold prima-facie that such allegations may not stand to legal scrutiny for want of sufficient material. The petitioner and R2 have entered into MO A dated 14.11.2017 and shareholding agreement dated 17.01.2018 whereby the R1 has been formed. Both the petitioner and respondents have agreed that the dispute that would arise out of Joint venture activities of R1 Company shall be referred to the arbitration - the matter "in dispute" except allegation of transfer of shares and rights issues has to be referred to the arbitrator - question answered in the affirmative. Whether the act of respondents selling rights issues of respondent 1 Company, pending the adjudication for passing interim order is prima-facie valid? - HELD THAT:- The respondents raised the funds considering the paramount interest of the R1 Company. At this stage that action can't be described as a mala-fide act - the act of respondents in raising funds for R1 Company by selling rights issue is prima-facie held to be valid. Application allowed.
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