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TMI Blog2024 (8) TMI 191X X X X Extracts X X X X X X X X Extracts X X X X ..... espondent No. 5 : Shri Akshay Manjunath and Ms. Jakhari. For the Impleading Applicant in CAs 76 & 77/2024 : Shri Dhananjay Joshi Sr. Adv. With Shri Pavan Srinivas. For the RBI : Ms. Khusboo Kapur. ORDER C.A. Nos. 71 & 72/2024 1. C.A. No. 71/2024 has been filed by General Atlantic Singapore TL Pte. Ltd. & Sofina S.A. ('Applicants') under Section 242(4) of the Companies Act, 2013 r/w Rules 11 & 32 of the NCLT Rules, 2016 inter alia seeking to the following reliefs: a. Pass an order injuncting (i) the offer letters dated 11th May, 2024 and 13th May, 2024; (ii) any action pursuant to the offer letters dated 11th May, 2024 and 13th May, 2024; (iii) any further issuance of shares, inter alia, in furtherance of the impugned second rights offer letter dated 11th May, 2024 and the revised offer letter dated 13th May, 2024; b. Direct that any corporate actions taken on the basis of the illegally revised shareholding pattern of the Respondent No. 1 Company after the date of hearing on 27th February 2024 by kept in abeyance; c. Ad-interim orders in terms of the prayers above. 2. C.A. No. 72/2024 has been filed by General Atlantic Singapore TL Pte. Ltd. & ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g that the offer was on the basis of Section 62 (1) (a) of the Companies Act, 2013 and the TimeLine was from 29.01.2024 to 28.02.2024. Further, in the reply filed by the Petitioner vide Dy.No.2128 dated 04.04.2024 it was contended that 8,14,530 additional shares were allotted to Mr.Riju Ravindran on 02.03.2024 which was also accepted by the Respondents in their reply filed vide Dy. No. 2448 on 23.04.2024 at Para-22 & 23. Moreover, the additional shares allotted to Shri Riju Ravindran was also utilised for voting and passing of the resolution for increasing the authorised share capital. The Ld. Senior Counsel objected to the submissions made at Para 27 and 28 of the reply filed vide Dy.No. 2448 dated 23.04.2024 in which it was emphasised by the Respondent that they had a headroom available for allotment of additional shares on 02.03.2024 to the extent available authorised share capital. He stated that this is not permissible and this allotment requires to be set-aside for which the prayer has been made in C.A No. 72 of 2024. It is also stated that for rights issue entitlement the Respondents have combined the equity shares and preference shares of the shareholders on a ful ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ibunal's order dated 27.02.2024. 10. Shri Dhyan Chinnappa, the Ld. Senior Counsel for the Respondent No. 1 contended that the shares were not allotted in respect of only Shri Riju Ravindran but all the eligible Applicants to the extent of the headroom available and subsequently the authorised share capital was increased utilizing their votes to pass the resolution. Accordingly, the Respondents are directed to file the complete details of the allotment made on 02.03.2024 before the increase of authorised share capital, giving the information such as the name, equity shares held on 27.01.2024, their entitlement as per rights offer and equity shares allotted on 02.03.2024; and also equity shares allotted after increased of Authorised share capital, amount paid by each of such persons along with date; and the amount utilized towards the allotment of rights issue shares with dates in Tabular Form. Similar details are also to be given for the Preference shareholders to whom shares were allotted on 02.03.2024, and also allotted after increase of Authorised Share capital to them, if any. The Ld. Senior Counsel stated that the Petitioners have also filed the contempt petition for viol ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... re, the preference shareholders were not prohibited to participate in the rights issue. 12. The Ld. Senior Counsel for the Petitioner No. 1 reiterated that due to the siphoning off funds by the management, the Company is in dire straits; therefore they should not be allowed to raise further money by going ahead with the Seconds Rights Issue. 13. The Ld. Senior Counsel for the Petitioner No. 2 contended that there is a clear violation of Section 62 (1) (c) of the Companies Act, 2013. He also referred to Rule 2 (1) (c)(vii) of the Companies (Acceptance and Deposits) Rules 2014. 14. The matter regarding the issue raised in C.A No. 72 of 2024 is primarily for violation of order dated 27.02.2024 including the allotment of shares on 02.03.2024 and utilisation of funds out of the Escrow account. It is noticed that the same issue is also raised in the contempt petition No. 06 of 2024 in which the Tribunal has given two weeks' time to the Respondents to file their reply and the matter is listed on 04.07.2024. Accordingly, the contention raised in C.A No. 72 of 2024 will be considered along with the Contempt Petition. 15. After going through the prayers, in this ..... X X X X Extracts X X X X X X X X Extracts X X X X
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