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13.3 On 19th January, 2018, RGG sent requisitions, under Section 100 of the Companies Act, 2013 (hereinafter referred to as "the Companies Act") to the Board of Directors (hereinafter referred to as "BOD") of BDR, for removal of Dinesh Gupta and Shreyansh Gupta from the Board of Directors of BDR, alleging that, by their acts, they had forfeited the right to continue as Directors, by virtue of Section 169 of the Companies Act. The requisition requested that an Extra Ordinary General Meeting (EGM) of the BOD be called, for the said purpose. Similar requisitions, in respect of M/s. Able Management Consultants Pvt. Ltd., M/s. Verma Finvest Pvt. Ltd., and M/s. Nishit Capinvest Pvt. Ltd. (hereinafter referred to as "Nishit"), were issued by RGG on 24th January, 2018, 25th January, 2018 and 29th January, 2018. Admittedly, BDR, Cable Management Consultants Pvt. Ltd., Verma Finvest Pvt. Ltd. and Nishit were companies which came to the share of DGG, under the Family Settlements.

14.4 On 23rd February, 2018, AGG wrote to Dinesh Gupta and Shreyansh Gupta, with respect to the shareholding of AGG in BDR. It was asserted, in the said communication, that AGG had never transferred, of its own volition, its shares in BDR to DGG. Rather, the notice asserted that AGG had agreed to sell its shares in BDR to DGG @ ₹ 200/- per equity share and that, for this purpose, AGG had affixed signatures on Blank Delivery Instruction Slips, which were handed over, to Dinesh Gupta, with the understanding that the slips would be used to transfer the shares to DGG only after DGG paid, for such transfer, at the rate of ₹ 200/- per share. The slips, it was alleged, had been misused, by DGG, to fraudulently transfer the shares in its favour. As such, the notice called on DGG to pay, to AGG, consideration for such transfer, at the rate of ₹ 200/- per share, and not to deal with the said shares till such payment was made.

23.5 The impugned direction was issued in this application.

23.6 The third Section 17 application was filed by Anand Gupta, Sanchit Gupta, Meena Gupta and Aashna Gupta, for restraining Dinesh Gupta and Shreyansh Gupta from alienating 26,86,190 shares of BDR. It was alleged, in the application, that, by oral agreement, the applicants had agreed to transfer 26,86,190 equity shares of BDR to Dinesh Gupta and Shreyansh Gupta, on condition of payment, by the latter, of ₹ 53,72,38,000/-. Acting on the basis of the said purported oral agreement, the applicants claimed to have executed blank Delivery Instruction Slips, which were to be used by Dinesh Gupta and Shreyansh Gupta, for transfer of the said shares to DGG, only after payment of consideration, therefor, @ ₹ 200/- per equity share. In violation of the said oral agreement, the application alleged that Dinesh Gupta and Shreyansh Gupta had fraudulently transferred 26,86,190 shares, of BDR, to their DEMAT Account. The applicants, therefore, claimed that they were entitled to consideration, for the said transfer, amounting to ₹ 53,72,38,000/-. The application, therefore, sought a restraint, against Dinesh Gupta and Shreyansh Gupta, from alienating the aforesaid 26,86,190 equity shares of BDR, or from creating any third party rights in respect thereof.

62.5 The notices, dated 12th February, 2018, 16th February, 2018, 22nd February, 2018 and 23rd February, 2018, issued by AGG/its members, alleged (i) misconduct, on the part of Dinesh Gupta and Shreyansh Gupta, in the affairs of BDR, (ii) mismanagement in the affairs of Renu Promoters, (iii) fraudulent transfer of shares, held by AGG in BDR, to the DEMAT Account of DGG, and (iv) fraudulent misappropriation, by DGG, of the amounts earned by liquidation of Mutual Funds, held by AGG. Premised on these allegations, AGG sought, vide the said notices/communications, (i) repayment, by DGG, of the loans advanced by AGG and lying in the accounts of BDR, totaling ₹ 81,31,725/-, (ii) convening of an EGM of Renu Promoters, to remove Dinesh Gupta and Shivani Gupta from the Directorship of the said Company, (iii) repayment, to AGG, of ₹ 19,55,00,000/-, earned by liquidation of the Mutual Funds held by AGG and, allegedly, fraudulently misappropriated by Dinesh Gupta and Shreyans Gupta and (iv) payment, by DGG, of ₹ 53,72,38,000/-, as the price for 26,86,190 equity shares of BDR, held by AGG/its members and, allegedly, fraudulently transferred by DGG to its DEMAT Account. The response of DGG, to these claims, was that the shares, held in BDR by AGG, as well as the monies earned by liquidation of the Mutual Funds held by AGG, had, voluntarily and without consideration, being transferred, and gifted, by AGG to DGG, as sequelae to the Family Settlements dated 2nd December, 2017 and 9th December, 2017. Mr. Nandrajog, representing AGG, emphatically contended that it was preposterous to imagine that AGG would, willy- nilly and without any consideration whatsoever, relinquish such huge amounts on investments, in favor of DGG. He also pointed out that AGG was, in fact, not even a party to the Family Settlements.