B.S.V.PRAKASH KUMAR - (1.) BASING on the order dated 29.4.2011 passed by this Bench in CP 76/2002, the petitioners filed this CP 11/2011 seeking rectification of the register of members of R1 company u/s. 111 of Companies Act 1956 (hereafter referred as "the Act") for having Respondents 2&3 omitted the names of the petitioners and their group company M/s. Cyberspace Ltd. (hereafter called Cyberspace) from the share register without sufficient cause.
(2.) The petitioners acquired 100 shares each on 3.3.1997, thereafter the petitioner group company Cyberspace acquired 22,670 shares on 28.4.1997, and finally the petitioners and their father Late Gyanendra Nath Johari acquired 25,000 shares (8,500 each to the petitioners and 8,000 shares to their father) on 31.3.2000. Thereafter R2 & 3, on fraudulently showing 200 shares held by the petitioners transferred to R2 and forfeiting the remaining shares held by the petitioners and their company Cyberspace, these Respondents, finally, to clean out the petitioners from the company, allotted to themselves 1,05,000 shares at par on Rs. 6.50/ - paid up without any notice to the petitioners, which led the petitioners holding more than 50% to nil. Therefore for having these Respondents omitted the petitioners shareholding from the Share Register without sufficient cause and for these Respondents allotted 1,05,000 shares to themselves without sufficient cause, the petitioners, on the liberty given to the petitioners to file this petition under section 111 of the Art 1956, filed this company petition. The averments of the petitioners in brief: The petitioners submit that they initially placed their grievance in CP 76/2002 u/s. 397, 398 of the Act, on which, when the Respondents filed CA 98/2003 challenging maintainability of that CP, this Bench passed an order dated 24.9.2011, giving liberty to the petitioners to prove that they have shareholding in R1 Company as pleaded in CP 76/2002 by filing company petition u/s. 111 of the Act, within a period of 4 weeks of receipt of the order dated 24 -9 -2011.
(3.) THE Petitioners 1 & 2 are real brothers; third petitioner late Gyanendra Nath Johari in CP 76/2002 is father of them. Since their father passed away on 23 -2 -2010, they moved this CP seeking prayer for rectification of the register to the shares held by their father as well. These petitioners submit that Cyberspace is one of the group companies owned by the petitioners. Since Cyberspace has gone into liquidation, though they have not shown it as petitioner along with them. However, they have espoused the cause of Cyberspace, because R1 Company has shown as Cyberspace forfeited 22,670 shares held by the petitioners through Cyberspace. Of course, a counsel, namely Mr. Nagesh, appeared on behalf of Cyberspace on the authorisation given by the Official Liquidator.;