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2017 (10) TMI 1133 - NATIONAL COMPANY LAW TRIBUNAL, AHMEDABADOppression and mismanagement - Fraudulent allotment of shares - Petitioners are alleging that although share capital money is paid officially, shares were not allotted in respect of 19850 shares - Held that:- If, really petitioners were aggrieved for not allotting 32,3,29,850 shares, then they should have raised the said issue then and there itself. Moreover, unless it is specifically stated while making payment of ₹ 32,98,500/- it was paid towards share application money, it cannot be said that out of the amount paid by the petitioners ₹ 32,98,500/- is representing the share application money. As already said, according to the respondents, out of ₹ 100.00 lacs paid, ₹ 31.00 lacs is taken as share application money or as consideration for the shares allotted. Therefore, the grievance of the petitioner that instead of allotting 3,29,850 shares allotting 3,10,000 shares only, amounts to oppression do not merit acceptance. In the case on hand, the understanding that was reached between the petitioners and respondents No. 2 to 4 on 17.01.2010 has not been included in the Articles of Association and in case of breach of the terms of such understanding, the petitioners cannot take their redressal by recourse to company Tribunal under Sections 397-398 of the Companies Act, 1956 or at present under sections 241-242 of the Companies Act, 2013. Coming to the terms of MoU petitioner shall provide ₹ 20.00 lacs as unsecured loan without interest and arrange for ₹ 150.00 lacs working capital from Citi Bank. According to the respondents’, because of the petitioners unintended promise they lost an opportunity of getting working capital facility from the existing bank State Bank of India and other banks. It is the case of the petitioners, inspite of their best efforts they could not get working capital limits of ₹ 150.00 lacs from Citi Bank on the ground that the norms of the first respondent company do not fit in with the norms of Citi Bank. Therefore, all said and done it is also a breach on the part of the petitioners. Petitioners themselves pleaded that without necessity of funds, respondents started insisting them to invest further funds. Therefore, the investments by petitioner is not on the lines on which the understanding was entered between two parties. In view of the aforesaid discussions, it can only be said that the petitioners failed to establish any act of oppression and mismanagement
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