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2021 (5) TMI 607 - Tri - Companies LawOppression and mismanagement - non-service of notice for any meeting except for the meeting dated 14.10.2017 - Rights issue applied or not - HELD THAT:- The notice for the meeting is sent and he is also having knowledge of meeting, the petitioner has received the offer letters for Rights issue and he has not applied for the Rights issue. Further Rights issue was made in October 2017, and he is having the knowledge of Rights issue and its allotment, he filed this petition as an afterthought only in 30.10.2018 on non-receipt of full consideration for sale of the shares as per his version orally agreed consideration. Hence, the Rights Issue and its allotment by the company is in order. Service of notice - HELD THAT:- The Respondent Company has not filed any proof for serving the notice or attendance of the Petitioner in the meeting and Respondent no 3 contended that notice was served and postal receipt is attached in page 317 of the petition. But there are no postal receipt, further the DIN no of R4 and R5 is allotted on 03.01.2018 where as they were appointed as Directors on 26.12.2017. As per Section 152(3) of the Companies Act, "No person shall be appointed as Director of a company unless he has been allotted the Director Identification Number under Section 154 or any other number under as may be prescribed under Section 153" Hence, the appointment of R4 and R5 as director in the EOGM dated 26.12.2017 is not valid. It is admitted by the petitioner that he has received ₹ 25 lakhs from R4 and ₹ 25 lakhs from R5 as consideration for sale of shares. The Respondents have agreed to transfer the shares to petitioner if ₹ 50 lakhs is repaid. The petitioner is also willing to repay ₹ 50 lakhs. The Petitioner has liberty to repay ₹ 50 lakhs and get back his share certificate. Any transfer & shares without Share Transfer Form, is not valid - The Respondent agreed not to Effect the sale of the assets to purchaser (Respondent no 6) and stated that the purchaser is not interested in purchase. It is admitted by the Respondent that the Bank Loan is repaid. In that event the Respondent 1 Company to co-operate and furnish/execute necessary papers/documents for release of the personal property of the petitioner mortgaged with the Bank - Petition partly allowed.
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