Rajeswara Rao Vittanala, Member - (1.) The present Company petition bearing CP No. 03 of 2012 (TP No. 61/HDB/2016 is filed by Mr. Venkat Sudhakar Satthur, u/s. 111/397/398/402/403 of Companies Act, 1956 against Dictasol (India) Private Limited & others ("herein after referred to as the Company) by seeking the following multiple reliefs; a. To declare that the action of the Respondents No. 2 and 3 in removing the directorship of the Petitioner is oppressive, unfair, invalid and illegal and consequently to (i) declare that he has been continuing as a director and managing director without any break; and (ii) direct the Ministry of Corporate Affairs to delete the relevant Form No. 32 filed by the Respondents on 18/10/2011; b. To declare that the Respondent No. 3 had lost his office on 28th September 2010 being the date of AGM 2010 when his appointment was not regularized. c. To declare the AGM 2010 purportedly held on 26th September 2010 as unauthorised, invalid and illegal and consequently set aside the proceedings thereof. d. To declare the Board Meeting purportedly held on 10th November 2010 and 20th January 2011 and other subsequent board meetings as unauthorized, invalid and illegal and consequently set aside the proceedings thereof. e. To declare the Board Meeting purportedly held on 27th October 2011 and 21st December 2011 as unauthorized, invalid and illegal and consequently set aside the proceedings thereof. f. To declare that the impugned allotment of 40,000 fully paid up equity shares purportedly allotted to Respondents 2, 3 and 4 on 27th October 2011 as oppressive, unfair, fraudulent, invalid, illegal, unlawful, null and void and consequently to (i) set aside the said allotment of shares; (ii) direct the Ministry of Corporate Affairs to delete the relevant Form No. 2 and (iii) direct a rectification of the register of members to remove entries thereto. g. To declare the AGM 2011 purportedly held on 25th November 2011 as unauthorized, invalid and illegal and consequently set aside the proceedings thereof. h. To declare the EGM purportedly held on 7th December 2011 and 28th December 2011 as unauthorized, invalid and illegal and consequently set aside the proceedings thereof. i. To declare the impugned increase in authorized capital of the Company from Rs. 5,00,000/- to Rs. 50,00,000/- on 07th December 2011 as oppressive, unfair, fraudulent, invalid, illegal, unlawful, null and void and consequently (i) set aside the said allotment of shares; and (ii) direct the Ministry of Corporate Affairs to delete the relevant Form No. 5 and 23 thereto. j. To declare that the impugned allotment of 2,69,834 fully paid up equity shares purportedly allotted to Respondent 5 on 21st December 2011 as oppressive, unfair, fraudulent, invalid, illegal, unlawful, null and void and consequently to (i) set aside the said allotment of shares; (ii) direct the Ministry of Corporate Affairs to delete the relevant Form No. 2 and (iii) direct a rectification of the register of members to remove entries thereto. k. To declare that the Respondents No. 2 and 3 are unfit to continue as a director of the Company as they have perpetrated a big oppressive act and played a fraud on the Company and their conduct is highly prejudicial to the interests of the Company. l. To direct the Respondents No. 2 and 3 to hand over the books of account, registers, records, title deeds, statements, documents, papers, vouchers and all equipments and things belonging to the Company to the Petitioner. m. To direct the Respondents No. 2 and 3 to render account for the entire period from March 2010 to a date until disposal of the Company Petition. n. To set aside the appointment of Mr. Kanwaljith Singh Bharj (Respondent No. 6) and Mr. Roland Francois Ferdinnand Farina (Respondent No. 7) as directors of the Company in the alleged board meeting held on 3rd August 2012 and declare the said board meeting as illegal, null and void and consequently declare the Form 32 filed with the Registrar of Companies on 15th November 2012 as illegal, null and void. o. To set aside the allotment of shares purportedly issued to Respondent No. 5 on 16th January 2012, 3rd August 2012 and 6th June 2013 and declare the said meetings as illegal, null and void and consequently Form 2 filed with the Registrar of Companies on 18th January 2012, 15th November 2012, 21st January 2014 as illegal, null and void. p. To declare the increase in authorized capital of the Company made in the EGM allegedly held on 24th January 2012 as illegal, null and void and consequently Form 5 filed with the Registrar of Companies on 24th January 2012 as illegal, null and void. q. To declare that the Board Meeting allegedly held on 27th January 2015 with respect to shifting of registered office as invalid and illegal and consequently declare the Form-INC 22 filed on 3rd March 2015 as illegal, null and void. r. To declare that all documents and returns filed by the invalid board of directors constituted by the Respondents with the Registrar of Companies after moving of the Company Petition i.e. 10th January 2012 as illegal, null and void. s. To direct an investigation into the source and origin of the funds allegedly pumped into the Company.
(2.) Brief facts of the case, which are relevant to present issue, are as follows: a) Dictasol (India) Private Limited is a private limited Company incorporated under the Companies Act, 1956 on 08/09/2009 (Eighth September Two Thousand and Nine) with the Registration No. U74900AP2009PTC064965. Its Registered Office is situated at HIG-33, 5th Phase, KPHB Colony, Hyderabad - 500072. b) The Capital Structure of the "Company as at 31st March 2011 is as under: i. The Authorized Capital of the "First Respondent" is Rs. 5,00,000/- (Rupees Five Lakhs Only) divided into 50,000 (Fifty Thousand only) Equity Shares of Rs. 10/- (Rupees Ten Only) each. ii. The issued, subscribed and paid-up capital of the "First Respondent" is Rs. 1,00,000/- (Rupees One Lakh Only) divided into 10,000 (Ten Thousand only) Equity Shares of Rs. 10/- (Rupees Ten Only) each. Subsequently through illegal issue of shares the paid up capital of the Company was increased twice which are under challenge in this Company Petition. c) However, the authorized capital of the Company has been illegally increased from Rs. 5,00,000/- to Rs. 50,00,000/- in the alleged EGM held on 07th December 2011. The same is under challenge in this Petition. d) The Company is presently engaged in the activity of providing outsourced customer service and technical support delivery services, apart from undertaking to provide services for and on behalf of the clients to service its customers through its offshore (India based) services delivery arm. The only client of the Company is Duncan Lewis & Co. Solicitors Limited. e) The Petitioner is a Post Graduate in Commerce and Business Management, and has accredited two decades of managerial experience and holds 9,900 [Nine Thousand and Nine Hundred only] equity shares aggregating to 99% shares in the capital of the Company. The stake of the Petitioner in the Capital of the Company has been reduced to mere 3.09% due to the impugned allotment of shares made on 27th October 2011, & 21st December 2011. As per Section 399 of the Companies Act, 1956, the Petitioner is eligible to file this Petitioner. There are only 5 shareholders, even after considering the impugned allotments of shares. f) It is stated that Petitioner is also one of the first and permanent Directors of the Company as per Clause 30 of the Articles of Association of the Company. He is also the Promoter and Managing Director of the Company. He was illegally removed from his Directorship with effect from 20/01/2011 and Form 32 was filed for the same purpose. g) Respondent No. 2 is a Director of the Company with effect from 08/09/2009. He holds 100 fully paid up Equity Shares of Rs. 10 each constituting 1% of the share capital of the Company. 10,000 fully paid up shares have been allegedly allotted to him on 27th October 2011. This allotment is under challenge. h) Respondent No. 3 became a Director of the Company 20th February 2010 by virtue of an arrangement made by the Petitioner to meet requirements during his absence from India. The relevant Form 32 was filed on 23rd February 2010. He is continuance as a Director of the Company is under challenge. He is also shown to be having 20,000 [Twenty Thousand Only] equity shares of the Company in the impugned share allotment purportedly made on 27th October 2011. It is also under challenge in this petition. i) Respondent No. 4 is the wife of Respondent No. 3 and is shown to be having 10,000 [Ten Thousand Only] equity shares of the Company in the impugned share allotment purportedly made on 27th October 2011. The same is under challenge in this Petition. j) Respondent No. 5 has been added as a shareholder of the Company by virtue of the impugned allotment of 2,69,834 equity shares on 21st December 2011 This share issue is under challenge. It is a foreign Company situated in Switzerland. k) The Petitioner initially worked with M/s. G.S. Infocomm Data Private Limited., of Delhi as Office Manager of Hyderabad location during August 2008 to October 2009. During that period he got acquainted with Duncan Lewis & Co., of UK operations. The Petitioner is the founder, chief promoter and majority shareholder (99%) of the "First Respondent", which is handling the back office services like Finance & Accounts, HR, Legal transcription, Call handling and Scanning & Archiving works of the UK based company viz., Duncan Lewis, London, UK. l) Thus, Duncan Lewis of UK offered to give their assignment of outsourcing of back office services and extended their support and co-operation for establishment of infrastructure facilities for setting up fully equipped, Modern and state of art facilities for the proposed outsourcing business centre. With untiring efforts from his end, the Petitioner shaped up the Company with the cooperation and support derived from Duncan Lewis of UK. The Company is his concept and baby. The Company had close to 145 employees and the salary bill alone is Rs. 20 Lakhs per month. Billing per month is about Rs. 30 Lakhs. m) At the instance of Duncan Lewis of UK and for his personal convenience, the Petitioner temporarily visited UK to join his family members. Meanwhile, with a view to strengthen the mutual co-operation, Duncan Lewis of UK also offered the Petitioner employment and supported his employment visa. n) It is stated that the Respondent No. 3 has been appointed as an additional Director of the Company by the Petitioner. The Annual General Meeting for the year 2010 was not conducted at all. The Respondents No. 2 and 3 have falsely signed the accounts and got it audited also. Even in the impugned AGM 2010 allegedly held on 26th September 2010, the Directorship of Respondent No. 3 was not regularized. Thus he lost his office on the due date of AGM. Even assuming the AGM was held on 26th September 2010, he lost his office by operation of law contained in Section 260 of the Companies Act, 1956. Thus effectively from September 2010, or as the case may be, 1st October 2010, the due date for the AGM 2010, there were only 2 directors i.e., Petitioner and Respondent No. 2. His continuance as a Director of the Company after the AGM is illegal, null and void. o) It is alleged that Respondents No. 2 and 3 had colluded with each other and filed Form 32 on 18/10/2011 intimating cessation of Directorship of the Petitioner with effect from 20/01/2011. This action of the Respondent No. 2 and 3 is accentuated by mala fides. This is highly oppressive and unfair act besides being completely invalid and illegal. p) Since, only Petitioner and Respondent No. 2 are Directors of the Company constituting the Board of Directors, without petitioner presence, there cannot be any valid Board meeting to contend that the Petitioner had lost his Directorship due to operation of Section 283(1)(g) of the Companies Act, 1956. Therefore the question of Petitioner vacating office does not arise at all. If Petitioner should be deemed to have vacated, Respondents No. 2 and 3 too would follow suit. q) On 27th October 2011 the Respondents allegedly held a Board Meeting and in the said meeting the 40,000 equity shares of Rs. 10 each totaling Rs. 4,00,000/- were allotted to Respondents No. 2 to 4. The particulars whereof have been given below: r) As a result of the above invalid and illegal allotment, the stake of the Petitioner was reduced from 99% to 20%. The allotment is highly oppressive, un-authorised, invalid, illegal, malicious, null, and void. It is liable to be set aside. When the AGM 2010 itself having been not validly and lawfully held, the Respondents have gone about calling and holding the AGM for 2011 on 25th November 2011. This AGM is invalid, illegal and is liable to be set-aside. s) The Petitioner was not aware of the above illegal and oppressive acts of the Respondents until he received the notice for Annual General Meeting [AGM] of 2011 on 2nd November 2011. As per the said notice, the Petitioner came to know that the Respondents are proceeding to call the AGM for 2011 on 25th November 2011. On receipt of the AGM 2011 notice, the Petitioner got surprised and immediately issued letter dated 11th November 2011. The Petitioner submits that the AGM 2011 is un-authorized, invalid and illegal due to several reasons. t) The Petitioner state that ever since he came back from UK in July 2011, the Respondents and one Mr. Sridhar, deemed Director of Duncan Lewis, UK who is only a relative of the Petitioner, had been coercing the Petitioner and intimidating him with dire consequences if he refuses to transfer his entire shareholding to others. The Petitioner attended the AGM 2011, and marked his presence by showing his protest. When he asked the Respondents for a copy of the audited accounts, the Respondents did not provide the same. u) On 27/10/2011, prior to the allotment of 40,000 equity shares, a Board Meeting was allegedly held. There was deliberate failure on the part of Respondents 2 and 3 to serve notice on the Petitioner. This is a statutory default as the Petitioner is the majority shareholder and Managing Director of the Company. Thus the share allotment made to Respondents No. 2 to 4 on 27th October 2011 is oppressive, unauthorized, invalid, illegal, and null and void. This allotment is liable to set aside. Subsequently on 21st December 2011, 2,69,834 shares have been illegally allotted to Respondent No. 5. Considering the fact that the Petitioner was kept in the dark with regard to these allotments, one may conclude that the said allotments were made purely with the intention of reducing the majority shareholder to a minority (his shareholding having been reduced from an overwhelming 99% to 3.09%) and to reduce him to the capacity of a mere observer and prevent his active participation in the affairs of the Company. Thus the allotment may be said to be detriment to the welfare of the Company and its shareholders and is null and void. v) The Petitioner, in exercise of his available rights, as per Article 31 of AOA, had issued to the Company a letter dated 11th November 2011 expressing his intention to appoint five more directors, who are experienced in different fields, on the Board of Directors of the Company with a view to increase the business of the Company and expand its operations. The appointment of those persons as directors would go a long way in increasing the business potential of the Company. w) However, at the time, he wrote the letter dated 11th November 2011, the Petitioner was not aware that the Respondents No. 2 and 3 had (i) oppressively and fraudulently removed the directorship of the Petitioner; (ii) oppressively and illegally allotted shares reducing the Petitioner's stake in the Company drastically. The Petitioner was not aware that the Respondents have had several other plans up their sleeve even at that time. x) In response to the said letter of the Petitioner, the Respondents mention in their reply dated 18th November 2011 as though they tried in vain to contact the Petitioner for more than a year. Further it is through this reply the Respondents have let the cat out of their bag. To the shock and surprise of the Petitioner, they reveal the information that Petitioner no longer continues as the Director of the Company. Further for the first time, the Respondents leveled several baseless allegations in this reply The Petitioner submits that he was very well available in the office from 1st August 2011 to 07th October 2011. The Petitioner also has been paid remuneration for the month of August 2011. Even the Petitioner signed the attendance register for the said months. y) It is submitted that in their reply dated 18th November 2011, the Respondents allege that the Petitioner had lost his office only due to operation of law under Section 283(1)(g) of the Companies Act, 1956. The three meetings were allegedly held in May, August and November 2010. First of all, no such written notice or any other notice was ever given. Secondly Respondent No. 3 became a Director only in February 2010. He was not appointed at the Annual General Meeting held on 26th September 2010. He had thus lost his office by operation of law under Section 260 of the Companies Act. Therefore the remaining Directors ever since October 2010 were the Petitioner and the Respondent No. 2 only. Thirdly the Petitioner had gone to London only in March 2010 and prior to his departure only he had made arrangements to induct Respondent No. 3. Respondent No. 3 came in as a Director only on 20th February 2010. Fourthly the statement that the Respondents could not trace the Petitioner and he did not attend three meetings allegedly held on 20th May 2010, 27th August 2010 and 10th November 2010 is an absolutely false statement. z) The invalid Board constituted by Respondents No. 2 and 3 allegedly conducted Board Meeting dated 16th January 2012 and allotted 180,166 shares of Rs. 10 each to Respondent No. 5 which is oppressive and illegal. Further they have increased the share capital of the Company from Rs. 50,00,00/- to Rs. 1,00,00,000/- in the Extra Ordinary General Meeting allegedly held on 24th January 2012. aa) Further the said invalid Board constituted by Respondents No. 2 and 3, allegedly conducted a board meeting on 3rd August 2012 and allotted 3,30,000 shares of Rs. 10 each to Respondent No. 5 and appointed Respondents No. 6 and 7 as directors of the Company on 3rd August 2012. There was no board meeting at all on the said date. The Respondents have cooked up records and filed forms with Registrar of Companies. bb) It is alleged that by virtue of illegal allotment of shares to others, the stake of the Petitioner has been reduced from 99% to almost 0.01% which is oppressive, prejudicial to the interests of the Petitioner, who is the founder member of the Company and without his presence and consent there could not have been any board meeting or general meeting at all. cc) It is alleged that the Company has been used as a conduit for routing black money from abroad and requires a thorough investigation in the origin of funds. dd) The actions of Respondents No. 2 and 3 are accentuated by mala fides. Their self interest contradicts with their duties as Director. They have breached their fiduciary duties thoroughly. Both of them are unfit to be directors of the Company. On 25th March 2010 only the Petitioner had left for UK. On 01st June 2010, itself he came to India. Then he left for UK again on 13th June 2010 and he came back again to India on 15th November 2010. He left India for UK again on 14th December 2010. He came back to India on 20th July 2011. Respondents No. 4 to 5 could not have dreamt of becoming shareholders of the Company unless Petitioner who has been holding 99% of the Company until the impugned allotment dated 27th October 2011 had agreed to the same. It is highly atrocious to think that without the consent of Petitioner, some third parties have become shareholders. As a result of the oppressive, fraudulent, illegal and malicious acts of Respondents, the Petitioner has been rendered as a person holding hardly 3% of the shares of the Company. ee) The Petitioner asserted that it is beyond any iota of doubt that the Respondents No. 2 and 3 are liable for all their acts of oppression relating to the affairs of the Company and its shareholders. They are liable for breaching their fiduciary duties as a director of the Company. They have acted with a malicious intention and their acts are fraudulent and such acts are prejudicial not only to the interests of the Petitioner but also to other stakeholders of the Company. They are solely intended to oppress the Petitioner and grab control over the affairs of the Company. ff) By the above acts, apart from other minor actions on the part of respondents as stated in the company petition, it is strongly claimed that the affairs of the Company are being conducted in a manner not only oppressive to the Petitioner but also prejudicial to the interests of the Company and its shareholders and that to wind up the same would unfairly prejudice the members though facts would prove that it is just and equitable to wind up the Company. gg) Hence, the present petition is filed for the relief as mentioned supra.
(3.) The Company petition is opposed by the Respondent Nos. 1, 2, 3, 4, 5 & 6 by filing their common counter dated 19th December, 2016. The following are their main contentions: a) It is alleged that company petition, prima facie, is an abuse of process of law, devoid of merits and therefore deserves to be dismissed in limini. Also the company petition is not maintainable as the petitioner is not qualified under the provisions of section 399 of the Act to file a company petition under the provisions of section 397 & 398 of the Act. The petitioner, who vanished from the company within a period of six months from the date of its incorporation has no locus standi whatsoever to make wild allegations against the present management. All such allegations do not warrant any consideration as the same are false, baseless, wild and against the records. b) The Petitioner was initially working in a Delhi-based company viz., G.S. Infocomm Data Private Limited as Office Manager for a period of one year. The said company was handling outsourcing services of the UK-based company Duncan & Lewis & Co. During the course of the employment, the petitioner had to coordinate with the Duncan Lewis & Co Solicitors on a daily basis. Due to a hike in rates charged by G.S. Infocomm Private Limited, Duncan Lewis & Co. Solicitors decided to terminate its contract with the Delhi-based company in India and consequentially petitioner was also thrown out of the company by the Indian company. Thereafter with the financial support of the Duncan Lewis & Co. Solicitors the first respondent company was established in Hyderabad. All the outsourcing work was delegated by the Duncan Lewis & Co Solicitors to the first respondent company. c) Initially for the first six months, the petitioner and the second respondent were managing the affairs of the Company and during March 2010, the third respondent was inducted into the Board. Petitioner migrated to the UK to take up employment with Duncan Lewis & Co. The Duncan Lewis & Co Solicitors infused funds in the nature of security deposits and extended its support as and when required by the first respondent company. Therefore for all practical purposes, the first respondent company was totally dependent on the Duncan Lewis & Co. Solicitors for its survival and support. Petitioner, who was offered employment in the UK, was later on terminated and he had to return to India during July 2011. After returning to India, the petitioner realized that the first respondent company was doing well and therefore filed the company petition to grab the control back from the present management. d) It is alleged that Petitioner neither is a Post Graduate nor has accredited two decades of managerial experience. The petitioner, who was unable to get a suitable job, has created fake certificates so as to show him as a Post Graduate. A Letter No. E-VII(2)M.Com/Genuine/2012 Visakhapatnam dated 26.04.2012 issued by Andhra University, Deputy Registrar (Examination) is filed to substantiate this. The respondents came to know of it only recently. e) It is admitted that the petitioner is one of the promoters of the first respondent company, and was holding 99% shareholder till 27/10/2011 when the first respondent company made further issue of shares. f) It is stated that the petitioner has contributed Rs. 99, 000/- only out of total investment close to Rs. 35 lakhs. It is admitted that the petitioner and the second respondent were the only directors till the third respondent was appointed as a director of the first respondent company. The petitioner has admitted that he was very well aware of the appointment of the third respondent as Director. It has also been admitted by the petitioner that third respondent was appointed as a director pursuant to an arrangement made by the petitioner to meet requirements during his absence from India. The petitioner and the second respondent were shareholders till 27/10/2011 when the Board allotted 40,000 equity shares of Rs. 10/- each to the second, third and fourth respondents. g) It is admitted that petitioner was the Managing Director from the date of incorporation till 20.01.2011, when he ceased to be Director by virtue of not attending three consecutive Board meetings without leave of absence. It is an admitted fact that the petitioner migrated to the UK for employment where his family already resides, and had taken up full-time employment with none other than Duncan Lewis & CO. Solicitors, in the UK, which is the backbone of the first respondent company. The visa given to the petitioner is that of HSMP i.e., Highly Skilled Migrant Programme. The said visa is neither a short term visa given to students nor a tourist visa. This is a visa given as Work Permit for a period of 2 years and can be further extended by another 3 years. After staying in the UK for a total of 5 years (including extension of visa), one can apply for permanent residence visa). The Petitioner who claims to be the Managing Director of the first respondent company left India during March 2010 itself i.e., within a period of six months from the date of incorporation of the first respondent company after completely handing over the charge and affairs to the third respondent. Thereafter he took up full-time employment in the UK with the said Duncan Lewis & Co Solicitors and also started living with his family members who had already migrated to the UK. In fact after the expiry of the first 2 years of visa the petitioner suo moto did apply for extension for another 3 years. This clearly shows the intention of the petitioner that he did not have any concern or interest for the first respondent company. h) It is stated that the Board of Directors at its meeting held on 20/02/2010 appointed the third respondent as a "Director" of the first respondent company as evidenced by the Form 32 filed by none other than the petitioner himself and therefore the question of the appointment getting regularized at the AGM does not arise at all. Admittedly the petitioner left India during March 2010 and thereafter the first respondent company was completely managed by the second and third respondents. It is submitted that the accounts for the year ended 31/03/2010 was duly audited by the statutory auditors of the company and the second and third respondents, the directors present in India, signed the audited accounts on behalf of the board. Therefore there were three directors on the board of first respondent company from 20/02/2010 when the third respondent was appointed by the Board till 20/01/2011 when the petitioner vacated the office as a director under the provisions of section 283(1)(g) of the Act. i) The first respondent company which is governed by the provisions of the Companies Act has been conducting Board meetings, in accordance with law during every quarter. The second quarter meeting for the year 2010 was conducted on 20/05/2010, third quarter meeting on 27/08/210 and the fourth quarter meeting on 10/11/2010. For all the said meetings notices were duly sent to the petitioner, who at that point of time was a Director of first respondent company. Petitioner, who was busy with his employment during that period, did not bother to attend any of the meetings. Since petitioner did not attend three consecutive meetings, without claiming any leave of absence, he is deemed to have vacated his office as per the provisions of section 283(1)(g) of the Companies Act, 1956. Accordingly, the first respondent company has also filed Form 32 intimating his cessation of office to the Registrar of Companies. Hyderabad as required under the law. In case, the petitioner claims that he has not vacated his office as Director, he needs to first prove as to his arrival in India on the said dates by furnishing the passport with immigration seal. Therefore it is submitted that the vacation of office of petitioner is legal and valid. j) It is stated that the Board at its meeting held on 27/11/2011 has allotted 10000, 20000 and 10000 shares to second, third and fourth respondents respectively. Form 2 with respect to the said allotment was also duly filed with Registrar of Companies, Hyderabad. The company, in the course of its business, had to raise additional capital, and it is the prerogative of the Board to decide as to in what form funds would be raised. The Board of the Company by deciding to raise funds by way of issue of additional shares has made the impugned allotments. In fact, an offer was also made to petitioner, in his capacity as a shareholder to invest in the company. Since the petitioner did not show any interest for the offer, shares were allotted to those shareholders, who wanted to invest in the Company. The petitioner, who was least bothered about the affairs of the first respondent Company after his taking employment in the UK, did not choose to bring in additional capital, and thus could not be allotted any shares. Therefore it is stated that the impugned allotment of 40,000 shares to second, third and fourth respondents is absolutely valid and legal. k) It is stated that notice was duly sent to the registered address of the petitioner together with the annual accounts. It is not known as to how the petitioner did not receive the annual accounts, when he admits that he had received the notice calling for AGM. The Petitioner, just for the sake of making allegations had made baseless allegations running into several pages. AGM cannot lose its validity just because a shareholder makes false allegation that a copy of audited accounts was not sent to him. A duly constituted Board comprising of second and third respondents conducted a Board meeting and resolved to call for AGM on 25/11/2011. The allegation that the appointment of third respondent is not regularized is denied as false. AGMs are duly conducted every year and statutory auditors are being appointed at every AGM by the shareholders. The allegations that statutory auditors are not appointed at AGMs are denied as false. Admittedly as on 25/11/2011 there were four shareholders and all the four shareholders, including the petitioner, attended the AGM and the question of insufficient quorum does not arise at all. l) It is stated that allotment of 2,69,834 shares to the fifth respondent was made at the Board meeting held on 21/12/2011 since fifth respondent Company is based at Switzerland, and it was keen to invest in the first respondent company. The Board thought it fit to allot shares, after the receipt of Rs. 26,98,340/- from the said company. The allegation that the further issue of shares to Swiss company is only to reduce the stake of the petitioner is absolutely ridiculous. The present management has mobilized to raise funds to the tune of Rs. 30 lakhs which would be completely utilized for the business and growth of the first respondent company. Therefore, both the allotments are not at all detrimental to the welfare of the company, and its shareholders as falsely alleged by the petitioner. m) It is denied that petitioner did not receive any notice calling for board meeting held on 20/5/2010 as petitioner himself has walked out of the Company during March 2010 for taking up full time employment in UK. The Petitioner is only a shareholder holding 9,900 shares and not a Director of the first respondent company. Therefore the question of handing over the statutory registers/documents to the petitioner does not arise. The petitioner may however exercise his rights as a shareholder. The petitioner left the company during March 2010 to take up employment abroad and ceased to be a Director with effect from 20.01.2011 and therefore the respondents are not obliged to render any accounts to the petitioner as a Director. n) It is stated that the petitioner was given due notice of the Board meeting held for shifting of registered office, the copy of the postal dispatch is also filed, the petitioner, after 36 months has attended in person a Board meeting on 23.03.2016 that was held in the new registered office, and he has faced no problems in accessing the office. The shifting of Registered Office is due to the financial reasons due to the downsizing of the operations. o) It is stated allotments of shares have been made as per FEMA process, and all the KYC has been obtained from the bankers and the Reserve Bank of India has taken on record. The allegations made are wild and mala fide. p) Therefore, it is strongly denied the allegation that the affairs of the company are being conducted in a manner oppressive to the petitioner or prejudicial to the interest of the company and its shareholders. The second and third respondents have been managing the affairs in a prudent manner protecting the interest of both the Company as well as its shareholders. A comparison of the annual accounts for the years ending 31.03.2010, 31.03.2011 and 31.03.2012 would show the healthy progress the Company has been achieving year after year. In fact, the constant progress and growth has tempted the petitioner to take control over the first respondent company. Had the company not been doing so well, the petitioner would not have filed any Company petition to make allegations of oppression and mismanagement, though no specific allegations have been made alleging mismanagement in the entire Company petition. Petitioner who is jobless now wants to grab the control of the Company, therefore, has approached this Hon'ble Bench with unclean hands. Therefore all the allegations made in Company petition are false, frivolous, bald and baseless and needs no consideration by this Hon'ble Bench.;