152 SEBI & Corporate Laws - Reports [Vol. 154
On
28. 12. 2002
Annual
General
Meeting
(AGM)
of
HQRL
was
held
in
which
authorised^
capital
was
increased
from
Rs. 90
lakhs
to
Rs. 33
crores.
The
AGM
was^
attended
by
Mr.
Ashok
Mittal.
There
was
an
increase
of
71
lakh
equity
shares^
of
Rs. 10
each
and
25
lakhs
preference
shares
of
Rs. 100
per
share
and
a^
Special
Business
Resolution
No. 10
was
passed
under
section
81 ( 1 A)
of
the
Companies^
Act,
1956
(hereinafter
referred
to
as
‘the
Companies
Act’).
The
appointment^
of
Mr.
R.P.
Mittal,
Mrs.
Sarla
Mittal
and
Mr.
Ashok
Mittal
to
the
Board^
of
Directors
was
approved
by
the
majority
of
the
shareholders
of
Moral.
Mr.^
R.P.
Mittal
and
Mrs.
Sarla
Mittal
were
appointed
as
whole
time
Directors.
The^
Memorandum
of
Association
of
HQRL
was
also
amended.
Article
IV
( 4 )
of^
Articles
of
Association
was
amended
to
state
that
the
preference
shares
would^
not
carry
any
voting
rights.On
19. 3. 2003 ,
Mr.
R.P.
Mittal,
Chairman
of
HQRL
issued
letter
to
the
Re
spondent -
No.
2- Hillcrest
Realty
SDN
BHD
Malaysia
(for
short,
‘Hillcrest’)
in
viting -
subscription
in
5 %
cumulative
redeemable
preference
shares
of
Rs. 100
each^
up
to
Rs. 30
crores.
On
- 2003 ,
the
hotel
was
closed
for
renovation
and
upgradation.^
On
- 2003 ,
- 2003 ,
Hillcrest
accepted
and
applied
for
subscription
re
questing -
for
allotment
of
23 , 65 , 000 ,
- 2003 ,
5 %
redeemable
preference
shares
in
the
company.^
On
- 2003
HQRL
approved
the
issuance
of
23 , 65 , 000
redeemable
preference^
shares
to
Hillcrest.
- 2003
On
25. 6. 2003
in
order
to
facilitate
issue
of
preference
shares,
HQRL
in
creased -
authorised
capital
by
Rs. 5
crores
comprising
5
lakh
preference
shares
of
Rs. 100
each.
On
19. 7. 2003
HQRL
approved
the
issuance
of
4 , 64 , 290
redeemable
preference^
shares
to
Hillcrest
respondent
No. 2.
In
or
about
August-September,
2003 ,^
to
fund
the
redevelopment
of
the
hotel,
a
term
loan
of
Rs. 40
crores
was
raised^
from
Indian
Overseas
Bank.
According
to
the
appellants
the
loan
was
secured^
by
the
joint
personal
guarantees
of
Mr.
R.P.
Mittal,
Mrs.
Sarla
Mittal
and^
Mr.
Ashok
Mittal,
the
corporate
guarantee
of
Moral
and
the
collateral
security^
of
personal
assets
of
Mr.
R.P.
Mittal
and
Mrs.
Sarla
Mittal.On
27. 7. 2004 ,
HQRL
in
compliance
of
resolution
dated
28. 12. 2002
passed
under^
section
81 ( 1 A)
of
the
Act,
issued
23. 90
lakhs
equity
shares
at
par
to
Moral,^
the
single
shareholder
holding
99. 97 %
of
equity.
On
7. 1. 2005
HQRL
in
compliance^
of
resolution
dated
28. 12. 2002
passed
under
section
81 ( 1 A)
of
the
Act^
issued
41. 51
lakh
equity
shares
to
Moral,
1. 10
lakh
equity
shares
to
Mr.
R.P.^
Mittal
and
4. 5
lakh
equity
shares
to
Mrs.
Sarla
Mittal.On
14. 1. 2005
an
Extra
Ordinary
General
Meeting
(EOGM)
was
held
wherein
a^
shareholder’s
resolution
was
adopted
pursuant
to
which
HQRL
increased
its
authorised^
capital
from
existing
Rs. 38
crores
to
Rs. 40
crores,
with
an
increase
of^
2
lakh
equity
shares
of
Rs. 10
each.
On
10. 5. 2005
HQRL
allotted
10
lakh
equity^
shares
to
the
respondent
No. 4
Pondy
Metals
and
Rolling
Mills
Pvt.
Ltd.,
hereinafter^
referred
to
in
short
as
Pondy
Metals.
Further,
HQRL
registered
transfer^
by
Moral
of
32 , 88 , 181
equity
shares
in
favour
of
Mr.
R.P.
Mittal.