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Company Law

Share Allotment at Concessional Price is Oppressive to Existing Members: NCLT

Case Law Details

TaxGuru Citation
2024 taxguru.in 3048
Case Name
Ajay Tajpuriya & Anr. Vs Goel Ganga Infrastructure & Real Estate Pvt. Ltd. & Ors. (NCLT Mumbai)
Date of Judgement/Order
Only available for paid members
Courts
NCLT
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Ajay Tajpuriya & Anr. Vs Goel Ganga Infrastructure & Real Estate Pvt. Ltd. & Ors. (NCLT Mumbai)

The case, TCP 08 of 2014, involves petitioners Ajay R. Tajpuriya and Manoj R. Tajpuriya against Goel Ganga Infrastructure and Real Estate Pvt. Ltd. and other respondents. The petitioners seek relief under various sections of the Companies Act, 1956, alleging acts of oppression and mismanagement by the respondents.

Petitioners’ Claims and Relief Sought: The petitioners requested multiple forms of relief, including:

  • Orders to end acts of oppression and mismanagement.
  • Appointment of an independent committee or administrator to manage the company.
  • Appointment of a special auditor for a thorough audit.
  • Full disclosure of company records and financial transactions.
  • Injunctions against further share allotments, property dealings, and altering petitioners’ shareholding without proper authorization.
  • Declaration that past allotments of shares to respondents were null and void.
  • Reinstatement of petitioners as directors if they were unlawfully removed.

Background of the Dispute: The petitioners, shareholders and erstwhile directors of the company, initially held 50% of the company’s shares. However, due to alleged unlawful share allotments by the respondents, their shareholding was significantly diluted, first to 15% and then to 6.71%. They claim that these allotments were made without proper notice or consent and were part of a broader scheme to sideline them from the company’s management.

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Author Info

CA Sandeep Kanoi
Qualification: CA in Job / Business
Company: Taxguru Consultancy
Location: Mumbai, Maharashtra
Articles Published: 19,764

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