TMI Blog2021 (10) TMI 1085X X X X Extracts X X X X X X X X Extracts X X X X ..... MP/1/COMM/213 of 2021. Learned Counsel for the Appellant has also filed an Additional Affidavit with respect to the first Respondent conducting Extraordinary General Meeting removing the existing Directors and appointing its own Directors at the Board of the Appellant and submitted that Contempt Proceedings were also being initiated before the Hon ble High Court of Delhi. We refrain from passing any observations regarding the subsequent developments as it is not a subject matter before us. Keeping in view, the factual matrix of the instant case and the fact that Orders of the Hon ble High Court of Delhi have not been placed before NCLT, we are of the considered view that the Order be set aside and the matter be remanded to NCLT and the s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompany. The main contention of the petitioner is that they have bought 100% holding from another company called India Bulls Housing India Limited. They are trying to appoint three of the persons as directors on the board of the company. The Respondent Company did not respond to the same and the only asset of the respondent company which is a 73 acres plot situated in Sector-128 Noida is being sold by the respondent company even before the petitioners appoint their persons as directors of the respondent company. The counsel appearing for the respondent is present and objects to the contentions raised by the petitioner that they are 100% shareholders and connected matters are pending in the High Court and it appears that there is an order res ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ppear from the Agreement to Sell, which has been placed on record that the price paid for the shares is less than the consideration that was mentioned before the Court in an earlier round of litigation [O.M.P. (I) 154 to 157 of 2021]. 4. It has been earnestly argued on behalf of respondent no.13 that with the purchase of the shares, respondent no.13 had stepped into the shoes of respondent no.1. However, it is respondent no.1's case that the said shares were sold in exercise of its right as a pledge of those shares and not as assignment of its assets/rights. Thus, the contention that there was any subrogation is unpersuasive. It is also seen that the part of consideration, which was reflected in the agreement to sell, has been agre ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pellant Company from M/s. Indiabulls Housing Private Limited was a subject matter of challenge before the Hon ble High Court of Delhi and when the Petition came to be listed before the NCLT on 20.07.2021, the first Respondent concealed the said proceedings and mislead the Tribunal. It is further contended by the Learned Counsel that the Hon ble High Court of Delhi on 02.08.2021 as directed Indiabulls Housing Private Limited to produce the statements of accounts and details of such transaction whereby Indiabulls Housing Private Limited has transferred amounts into unidentified accounts on 03.07.2021. He drew our attention to the statement of accounts whereby the Respondent Company has purchased shares worth ₹ 750 Crores/-. We refrain f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 1 2 are the recorded 100% shareholders of the Appellant. It is the case of the Respondents that being 100% shareholders of the Appellant, they are entitled to control, manage and run the affairs by electing their own nominees to the Board of Directors of the Appellant. Learned Counsel for the Respondents argued that no prejudice is caused to the Appellant by virtue of the Order dated 20.07.2021 passed by the NCLT directing the parties to maintain Status Quo Qua the assets and structures of shares of the Appellants. 7. We observe from the record that the Impugned Order dated 20.07.2021 does not refer to the Order of the Hon ble High Court of Delhi dated 19.07.2021 whereby and whereunder the Hon ble High Court passed an Order directin ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
