2019] 155
would
be
entitled
to
exercise
its
voting
rights
in
all
resolutions;
(iii)
illegality
of^
allotments
made
on
27. 7. 2004 ,
7. 1. 2005
and
10. 5. 2005.
In
the
absence
of
notice^
under
Section
286
of
the
Companies
Act
to
Mr.
Ashok
Mittal,
who
was
a^
Director
of
HQRL;
(
iv
)
the
allotments
having
been
made
by
the
remaining
Directors^
without
disclosing
their
obvious
interest
in
violation
of
section
300
of^
the
Companies
Act;
(
v)
the
allotments
being
made
without
any
valuation
of
equity^
shares
of
HQRL;
(
vi)
no
money
being
paid
for
transfer
of
shares
and
(^
vii)
the
eventuality
of
the
transfer
bringing
about
a
situation
where
HQRL
would^
no
longer
remain
a
subsidiary
of
Moral
and
thus
deprive
Hillcrest
of
any^
voting
right
under
section
87 ( 2 )(
b)
of
the
Act.It
is
alleged
by
the
appellants
that,
in
spite
of
various
hurdles
created
by
Hillcrest^
and
Mr.
Ashok
Mittal
by
sending
notices
to
various
Government
departments^
asking
them
not
to
grant
licenses,
the
hotel
had
become
oper
ational, -
with
the
sole
efforts
of
Mr.
R.P.
Mittal
and
had
been
granted
all
the
requisite^
licenses.On
31. 1. 2006 ,
C.P.
No. 64 / 2005
was
dismissed,
inter alia,
on
the
ground
that^
it
was
a
mala fidepetition
by
Hillcrest
and
Mr.
Ashok
Mittal
to
take
over
the^
company.
In
2006
three
cross
appeals
were
filed
against
the
order
dated
31. 1. 2006
passed
by
the
Company
Law
Board.In
August,
2006
Hillcrest
filed
a
suit
being
CS
(OS)
No. 1832 /
2008
in
Delhi
High^
Court
for
a
declaration
that
Hillcrest
had
voting
rights
in
HQRL
in
view
of
the^
Resolution
dated
30 th
September,
2002
passed
by
HQRL
whereby
HQRL
had
been^
converted
from
a
private
company
limited
by
shares
to
a
public
company
limited^
by
shares.
Hillcrest
filed
an
application
being
IA
No. 12164 /
2008
in
the
said^
suit
being
CS(OS)
No. 1832 / 2008
contending
that
HQRL
had
obtained
an
order^
of
injunction
on
12 th
August,
2005
by
fraudulently
and
concealing
the
fact^
that
it
had
acquired
the
status
of
a
public
company
in
2002.
Hillcrest
also
made^
an
application
in
suit
being
C.S.
No. 992 / 2005
for
vacating
of
the
interim
order^
dated
12 th
August
whereby
Hillcrest
had
been
restrained
from
giving
effect^
to
the
Resolution
passed
at
the
meeting
of
HQRL
on
4 th
August,
2005.Being
aggrieved
by
the
order
dated
12 th
August,
2005
in
C.S.
(OS)
No. 992 /
2005
Hillcrest
filed
an
appeal
therefrom
being
FAO(OS)
No. 282 / 2005
before
the^
Division
Bench
of
Delhi
High
Court.On
or
about
1 st
October,
2008 ,
Hillcrest
filed
an
application
being
IA
No. 12164 /^
2008
in
C.S.(OS)
No. 1832 / 2008
inter aliapraying
that
Hillcrest
be
allowed^
to
participate
in
the
Extraordinary
General
Meeting
of
HQRL
to
be
held^
on
16 th
October,
2008
and
further
praying
for
appointment
of
an
Admin
istrator -
to
look
after
the
affairs
of
the
company.On
15 th
October,
2008
the
Delhi
High
Court
passed
an
interim
order
in
the
said^
IA
No. 12164
of
2008
in
C.S.(OS)
1382
of
2008
allowing
Hillcrest
to
vote
in
the^
Extraordinary
General
Meeting
to
be
held
on
16 th
October,
2008
and
also
appoint^
Administrator
to
look
after
the
day
to
day
affairs
of
HQRL.Ram Parshotam Mittal
v.
Hotel Queen Road (P.) Ltd. (SC)