The Chandigarh bench of the National Company Law Tribunl (NCLT) has agreed to admit a petition filed against real estate major Omaxe Group by the former joint managing director Sunil Goel and his wife over alleged acts of "oppression" and "mismanagement".
The two-member bench termed the matter as "exceptional" and having "compelling circumstances" against the Delhi-based realty firm. It also granted the waiver in the filing criteria under Section 244 of the Companies Act, over the plea filed by the Omaxe former joint managing director Sunil Goel and his wife.
The tribunal observed that the applicants including Sunil Goel are the shareholders, promoters and were directors of Omaxe Ltd and that they have considerable shareholding and interest in its holding company Guild Builders.
However, none of the members of Omaxe is eligible to file an application under Section 241 of the Companies Act, 2013, against the company over the allegations of oppression against minority shareholders.
The petition said that in June 2017 Omaxe took a loan of Rs 250 crore from Indiabulls Housing Finance Limited as per the minutes of the executive committee's meeting. It said that even though Sunil Goel was a part of the Executive Committee, he did not receive any notice of the meeting wherein the resolution for taking the loan of Rs 250 crore was approved.
The petition also claimed that the respondents, including Rohtas Goel, illegally restrained the petitioners from participating in the Annual General Meeting by using force and threats.
“..Omaxe Limited took a loan of Rs.250 Crores from Indiabulls Housing Finance Limited based on the minutes of the Executive Committee. Though petitioner No.1 was a part of the Executive Committee but did not receive any notice of the meeting wherein resolution for borrowing of loan of Rs.250 Crores was approved.”
“It is also stated that petitioner No.1- Mr. Sunil Goel has been repeatedly appointed as Joint Managing Director of Omaxe Limited till 27.09.2017 on which date he was illegally ousted in the 28th Annual General Meeting of the company where several resolutions, declaring dividend only to non-promoter shareholders and appointment of Mrs. Seema Prasad as Director of Omaxe Limited, were passed. The respondents illegally restrained the petitioners from participating in the Annual General Meeting by using force and threats,” the petition said
It said that “Rohtas Goel abused his position of influence and control in respondent No.1-company and respondent No.12-company from the end of 2017 onwards, thereby conducting the affairs of the company oppressive to the petitioners as also to the interest of the respondent No.1-company. It is stated that owing to such financial mismanagement and fraudulent transactions the financial debts have increased and profits have dipped down,” the petition said.
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Rohtas Goel is the chairman and managing director and represents largest promoter shareholder group of the company, younger brother Sunil Goel is the second largest promoter shareholder group with 20 percent shareholding in the company.
The promoter group holds 74.72 percent shares in the company through Guild Builders Private Limited.
Reacting to this, an Omaxe spokesperson said that "It is unfortunate that the order of the Hon’ble NCLT Chandigarh bench is being misreported. We would like to clarify that the Tribunal has ‘only’ granted waiver to hear the applicant. The order clearly states that the waiver “shall not have any bearing while deciding the main application or any other connected cases’’. The facts of the case are not admitted or accepted."
In 2017, differences arose between both brothers regarding functioning of the company. It is believed that Sunil Goel had raised objections and protested against the alleged malpractices and financial mismanagement within the company and was later ousted.
Sunil Goel has sought his reinstatement “as the director of the Companies, status quo on assets and sought injunction that shares of Omaxe Limited held by Guild Builders should not pledged for taking further loans by Omaxe Limited”.
Founded in 1987 by Rohtas Goel, Omaxe Limited has a footprint in eight states and 27 cities.