156 SEBI & Corporate Laws - Reports [Vol. 154
On
16 th
October,
2008 ,
Mr.
R.P.
Mittal,
Mrs.
Sarla
Mittal
and
HQRL
filed
an^
appeal
against
the
orders
dated
15 th
October,
2008
and
24 th
October,
2008
passed^
by
the
Delhi
High
Court
in
IA
No. 12164 / 2008
in
C.S.
(OS)
1832
of
2008
before^
the
Division
Bench.The
appellants
state
that
on
or
about
21 st
October,
2008 ,
Mr.
R.P.
Mittal
filed
an^
application
under
the
Right
to
Information
Act
whereupon
the
Registrar
of^
Companies,
by
letter
dated
21 st
October,
2008
informed
the
appellant
that
the^
status
of
HQRL
had
not
been
changed
from
private
company
limited
by
shares^
to
public
company
limited
by
shares
for
the
technical
reasons
specified
in^
the
said
letter.On
24 th
October,
2008
the
interim
order
passed
by
the
Delhi
High
Court
on^
5 th
October,
2008
in
IA
No. 12164 / 2008
in
C.S.
(OS)
No. 1832
of
2008
was
made^
absolute.On
14 th
January,
2009 ,
the
Division
Bench
of
Delhi
High
Court
by
a
com
mon -
order
disposed
of
FAO
(OS)
No. 282 / 2005 ,
FAO
(OS)
426
of
2008
and
440
of^
2008
upholding
the
right
of
Hillcrest
to
vote
in
the
meetings
of
HQRL.
The
question^
of
whether
HQRL
was
a
private
company
limited
by
shares
of
public
limited^
company
was
left
open
for
adjudication
in
the
suit.
On
14 th
January,
2009 ,^
Hillcrest
took
over
the
management
of
HQRL
from
R.P.
Mittal
Group
through^
Ashok
Mittal.Appellant
Nos. 1
and
2
filed
a
special
leave
petition
in
this
Court
being
SLP
(C)^
No. 1069
of
2009
under
Article
136
of
the
Constitution.
By
a
judgment
and
order^
dated
20 th
July,
2009 ,
a
Division
Bench
of
the
High
Court
upheld
the
right^
of
Hillcrest
to
vote
on
the
ground
that
HQRL
was
prima faciea
public
limited^
company.On
30 th
July,
2009 ,
Hillcrest
and
Ashok
Mittal
sent
notice
to
the
existing
shareholders^
of
HQRL
under
Section
81 ( 21 )
of
the
Companies
Act
to
allot
further^
equity
shares.On
14 th
August,
2009
the
appellants
filed
an
interim
application
being
IA
No. 9920 / 2009
in
C.S.
(OS)
1832
of
2008
seeking
injunction
against
Hillcrest
and^
Mr.
Ashok
Mittal
from
going
ahead
with
the
rights
issue.By
a
judgment
and
order
dated
18 th
August,
2009
a
Single
Bench
of
Del
hi -
High
Court
declined
to
interfere
with
the
right
issue
and
the
application
No. 9920 / 2009
in
C.S.(OS)
1832 / 2009
was
dismissed.On
20 th
August,
2009 ,
the
appellant
appealed
against
the
order
dated
18 th^
August,
2009
referred
to
above.
The
Division
Bench,
however,
declined
to^
restrain
the
rights
issue
but
only
directed
issuance
of
notice
to
HQRL
and
Ashok^
Mittal.On
31. 5. 2013 ,
the
High
Court
by
the
impugned
order
allowed
CoA
(SB)
4 / 2006
of
Hillcrest
and
cancelled
the
allotment
and
transfers
made
on
27. 7. 2004 ,
7. 1. 2005
and
10. 5. 2005
on
the
grounds
that
Hillcrest
had
voting
rights
and
there
was^
breach
of
sections
286 ,
300
and
108
of
the
Companies
Act.