P.K. Saikia, Member - (1.) Heard Mr. S.A. Sikdar, Miss Somila and Mr. S.K. Deori, learned counsel for the petitioners. Also heard Mr. S. Sancheti, learned counsel for the respondents. This proceeding under Section 210 of the Companies Act, 2013 (hereinafter referred to as the 'The Act of 2013') and under Section 397/398/399/402/406 and 407 of the Companies Act, 1956 (in short 'the Act of 1956) has been initiated seeking, amongst others, the following reliefs:- RELIEFS: a. The agreement dated 30.08.2014 made between Prayag Infotech Hi Rise Ltd. and ASOMI Industries Private Limited be declared as void. b. The appointment of the respondent Nos. 2 and 3 as directors of the respondent No. 1 that is Sashi Kumar Tea Company Private Limited be declared as null and void. c. The alleged meeting dated 19.09.2014 or other meeting if any called by the respondent Nos. 2 and 3 be declared as void and not to give any effect. d. That the agreement dated 30.08.2014 be declared as barred by law and not enforceable one. e. The issuance of any shares by the respondent Nos. 1 to 5 be declared as void and or withdrawn and/or recalled and/or set aside f. A scheme be framed for management and administration of the respondent No. 1 taking into consideration the following: i. The petitioner No. 3 is a 99.99% stakeholder in the company ii. The respondent Nos. 2 and 3 cannot be trusted with management of the company iii. The respondent Nos. 2 to 5 have not contributed to the benefit of the respondent No. 1 iv. The Respondent Nos. 2 to 5 are all dishonest disposition and cannot be trusted to be at the helm of affairs of any company; v. The respondent Nos. 2 to 5 have derived illegal benefit and profit from the respondent No. 1 g. The alleged illegal invalid board meeting dated 19.09.2014 was allegedly called by the respondent Nos. 2 and 3 be declared as void and not to give any effect to the said alleged board meeting and/or any alleged decision made therein. h. The documents if any filed by the respondent Nos. 2 and 3 in connection with the above alleged illegal invalid board meeting dated 19.09.2014 be declared as void and/or withdrawn and/or recalled. i. The petitioner Nos. 1 and 2 that is Mr. Basudev Bagchi and Mr. Arunava Ganguly be declared as the valid and lawful directors of the said company without any interruption and the Registrar of companies to act accordingly. j. The increased of paid up share capital of the Sashi Kumar Tea Company Private Limited made by the 1st party of the said agreement on 26.09.2014 be declared as void and/or cancelled. k. The following documents pertaining to the company be adjudged null and void and be delivered up and cancelled; i) FORM DIR 12 ii) FORM PAS-3 iii) All documents pertaining to the Board Meeting held on 19th September, 2014, including any document of the company brought into existence pursuant to the resolutions purportedly adopted at such Board meeting. iv) Resolution allegedly adopted at the purported Board meeting held on 19th September 2014 and all records of the company prepared in connection with such meeting; v) Resolution allegedly adopted at the purported Board meeting held on 26th September 2014 and all records of the company prepared in connection with such meeting; vi) All documents pertaining to the Board Meeting held on 26th September 2014 or any other meeting held on thereafter including any document of the company brought into existence pursuant to the resolutions purportedly adopted at such Board meeting".
(2.) The facts, which are stated in the petition under the Act, 1956 and the documents, annexed therewith and which are necessary for disposal of the present proceeding, in short, are that the petitioner Nos. 1 and 2 were the directors of M/s. Sashi Kumar Tea Company Pvt. Ltd., (respondent No. 1 company) which is a subsidiary company of M/s. Prayag Infotech Hi Rise Ltd. (petitioner No. 3). M/s. Sashi Kumar Tea Company Pvt. Ltd. and M/s. Prayag Infotech Hi Rise Ltd. would be referred to hereinafter as 'the Company 'and 'the petitioner No. 3' respectively.
(3.) The authorised share capital of the company was Rs. 2 (two) crores made, up of 20 (twenty) lakhs equity share of Rs. 10/- each. The total issued, subscribed and paid up share capital of the company was Rs. 2 (two) crores. The entire shareholding of the company is owned by petitioner Nos. 1 and 3 at the ratio of 00.01% and 99.99% respectively. The petitioners proposed to sale the company (M/s. Sashi Kumar Tea Company Pvt. Ltd.) and accordingly, an agreement was entered into between the petitioner No. 3 and respondent No. 4 for a total consideration of Rs. 11 (Eleven) crores.;