New Delhi: The Company Law Board (CLB) on Tuesday put a brake on the controversial sale of majority stake in news agency UNI to Subhash Chandra's Essel group declaring that the deal did not appear to be bona fide and was prima facie not valid.
Ordering status quo be maintained, CLB Chairman N Balasubramanian ruled that sale of 50.05 per cent shares to Essel Group's Media Vest was prima facie in violation of Articles of Association of UNI, a non profit-sharing company set up in 1961.
He directed that no meeting of the reconstituted Board of the agency should be held without CLB's permission. It directed UNI, Chandra and other respondents to file their
reply in six weeks and posted the matter for March 7 for further hearing.
UNI stake sale to Media Vest was also questioned by a Bhopal Eveninger Sandhya Prakash and the case is now being heard in the Delhi High Court.
In its petition, ABP group, a shareholder in UNI, had prayed for UNI Board's resolution to enhance the paid up capital and allotment of shares in favour of Media Vest, terming the resolution as "illegal, null and void". Counsels for UNI were present during the proceeding.
Arguing for petitioner, S Sarkar accompanied by Nandini Gore, said UNI's Annual General Meeting was kept in the dark about the reconstitution of the Board to include Subhash Chandra and his three nominees pursuant to allocation of shares to Media vest.
Terming the deal as a 'backdoor' entry, Sarkar said that the issue was not even mentioned in the AGM's agenda and there was no resolution for the appointment of the directors.
Seeking quashing of the allotment of shares to Media Vest, ABP group requested the CLB to make simultaneous changes in the Register of Members accordingly.
Also, it sought an injunction restraining Media Vest and other shareholders from disposing off in any manner or converting any of the fixed assets of UNI.
"An order be made directing investigation into the affairs of the company and into the conduct of the respondents," ABP urged.
It said that UNI's Board of Directors be superseded "and a Special Officer/Administrator be appointed to carry out the management of affairs of the company".
ABP also sought an injunction restraining Media Vest or its representatives from exercising any rights or receiving any benefits in relation to the allotment of shares in UNI.
Also, it prayed that the four directors of Media Vest on UNI's board – Subhash Chandra, Jawahar Goel, P C Lahiri and C S Vishwanathan – be restrained from "participating in and/or interfering or intermeddling" with the business and management of the news wire.
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