Shareholder's Secret Deal Goes Down the Drain

Okay, so suppose there's a big company, XYZ Ltd, where a key director, Mr. Kumar, makes a super secret deal with a major investor, Rohan, that benefits XYZ Ltd but is against the company's best interests. Let's say Mr. Kumar gives Rohan shares in XYZ Ltd at a ridiculously low price, which is basically just under the table.

Now, here's the thing - Rohan doesn't bother with the formalities of company laws like disclosing this deal to the board or shareholders. He just does it quietly with Mr. Kumar. If someone finds out, what happens? Will Mr. Kumar and Rohan get away with it or will the company's shareholders go ballistic? Under Section 297 of the Companies Act, 2013, which deals with fraud, what would be the legal outcome?