Rajeswara Rao Vittanala, Member - (1.) The Company Petition bearing No. 59 of 2011 was initially instituted in the then Hon'ble Company Law Board, Chennai. Upon the constitution of National Company Law Tribunal (NCLT) Bench at Hyderabad for the States of Andhra Pradesh and Telangana, the case was transferred to this Bench as it falls under the jurisdiction of this Bench. The case is numbered as TP No. 56/HDB/2016 and thus deciding the case. The learned counsels for both the parties submit that the case can be decided basing on the various averments made in the Company Petition, Counter Reply, Addl. Reply etc. and have also filed written submissions on behalf of Petitioner as well as Respondents. We have perused all the pleadings including written submissions made by both the parties and thus we are deciding the case.
(2.) The Company Petition No. 59 of 2011 (which is referred to as 'Petition' hereunder) was filed by Mr. Vangala Niranjan Reddy under Sections 397, 398, 402, 409 of the Companies Act, 1956, by inter alia seeking a declaration to declare the resolutions passed on 11.03.2011 and 05.04.2011 as null and void, to direct the respondents to issue due notice of the meetings of the first respondent-company to the petitioner and, he should be permitted to run the business affairs of the Company etc.
(3.) The brief facts leading to the filing of present petition, as set out in the petition, are as follows:-- a. Breezy Farms and Resorts Limited was incorporated on 24.06.2005 as a Private Limited Company (Which is referred to as Company hereinafter) as per the provisions of Companies Act, 1956. The main object of the company is to purchase, acquire, take on lease any kind of land and develop the same. The authorized share capital of the Company is Rs. 50,00,000/- divided into 5,00,000 equity shares of Rs. 10/- each out of which 2,50,000/- shares are issued as being fully paid up. b. The Petitioner was initially shareholder of the 1st Respondent Company by holding 50,000 shares in the Company. Due to his hard work, he was appointed as Director and principally engaged to find suitable properties at reasonable on best available prices on market. He was also authorised to draw an amount of Rs. 7,000/- per month as a remuneration for the services rendered to the Company. In order to achieve the aims and objects of the Company, he has invested substantial amounts in the Company in purchasing properties situated in Survey Nos. 351/E, 366, 399 etc. situated at Surangal Village, Moinabad, R.R. District to an extent of 95,58 acres. c. The petitioner contends that about 195 plots, out of 327 were sold to different purchasers from time to time and there are about 132 plots still remain vacant. He asserts that he was instrumental in all the major transactions of the Company. d. When the Company was facing financial distress, he has called for a meeting of the Directors and Shareholders of the Company on 20th December, 2010 to discuss about the raising of funds to meet the payment of interest and complete the remaining part of the farm house. However, the respondent Nos. 2 to 4 have not only refused the said proposal but also abused him in filthy language alleging lack of performance etc. e. He further alleged that when he visited the company's administrative office on 21.12.2010, it was locked with new lock. Subsequently, he came to know that the office records and computers of the Company were shifted and several properties were sold at very low price. It is further averred that the respondents are making every effort to create third party interests in the properties owned by the Company. f. He further alleges that the Respondents Nos. 2 to 4 are preventing the petitioner from managing and attending to the day-to-day affairs of the business with dishonest intention in order to cause loss to the company as well as to the petitioner and other existing plot holders. In the above circumstance, he was forced to file a Civil Suit bearing O.S. No. 832 of 2010 on the file of 2nd Additional District Judge, R.R. District, L.B. Nagar. The Suit was filed seeking mandatory injunction permitting him to participate in the day-to-day affairs of the 1st respondent Company. However, the suit was stated to be still pending without any further orders. g. The petitioner submits that the Board Meeting was held on 11.03.2011 in which, the petitioner along with other directors have attended. The discussed agenda in this meeting is as follows:-- i. To grant leave of absence ii. Confirmation of minutes of previous meeting held on 08.11.2011 iii. To consider on progress report for the quarter iv. To review the financial position of the company v. To discuss about the case filed by Mr. V. Niranjan Reddy, Director against the company and its other Directors vi. Any other business with the permission of the Chair. Hence, it is contended there was no other issue except the above was discussed in the above meeting. h. The petitioner states that he received the minutes of the board meeting dated 11.03.2011 along with copy of the requisition notice for convening EGM on 05.04.2011 regarding his removal as Director given by 5th Respondent. It is stated that he received the said notice only on 01.04.2011 and subsequent days i.e. 02.04.2011, 03.04.2011 & 04.04.2011 happens to be Government holidays. Even though, the suit was pending, the Respondent Nos. 2 to 4 want only received a complaint dated 08.03.2011 from the 5th respondent (Mrs. A.S. Lakshmi). In pursuant to the said complaint, the petitioner gave elaborate reply dated 04.04.2011 to the Company as well as the complainant. Without considering the reply of the petitioner, the respondent Nos. 2 to 5 represented by proxies passed a resolution dated 05.04.2011 by removing the petitioner from the post of the Director with immediate effect. i. The petitioner states that pursuant to his removal, he made an enquiry with regard to the complaint dated 08.03.2011 given by the 5th respondent, she was alleged to have stated that she has no knowledge about the contents of any documents/letter, while endorsing her signature and further stated she was ignorant of the Company and her knowledge in English was very limited. It is further alleged that the 5th respondent has never attended any meeting of the company including AGM. The petitioner alleges manipulation and corrections in the letter. j. The petitioner contends that the respondent Nos. 2 to 4 are now trying to dispose of some of the plots of the Company much below market value, which would cause loss to the Company as well as to the petitioner. k. The petitioner contends that the respondent Nos. 2 to 4, with a mala fide intention prevented him from either entering into the company and in participating with the day-to-day affairs and board meetings and thereby the affairs have been conducted in a manner prejudicial to the interest of the Company and, it is oppressive in nature to the rights of the petitioner, since he was deprived the rights as a Director. It is also alleged that in not sending communications without any material is nothing but oppressiveness against him. The actions of the 2nd respondent doomed the company's business into losses, which affects the interest of the company and its members.;