Ravikumar Duraisamy, Member - (1.) The petitioner has filed this Company petition under Sections 59, 241, and 213 and other applicable Provisions of the Companies Act, 2013 for oppression and mismanagement in the affairs of the company inter alia seeking the following prayers: a. Declare that the acts of the Respondents 2 to 7 are prejudicial to the interest of the Respondent No. 1 Company and are oppressive against the Petitioners. b. Declare that the impugned transfer of 1,15,000 equity shares made on 01.09.2012 from Petitioners to the Respondents No. 3 and again the same shares being transferred from Respondent No. 3 to Respondent No. 2 as illegal and void ab initio and order consequent rectification of Register of Members. c. Declare that the impugned Extra-Ordinary General Meeting held on 28.12.2012 as illegal and void ab initio and consequently declare all the forms filed with the Registrar of Companies relating to the said Extra - Ordinary General Meeting as illegal and void. d. Declare that the impugned Extra - ordinary General Meeting held on 01.10.2013 as illegal and void ab initio and consequently declare all the forms field with the Registrar of Companies relating to the said Extra - ordinary General Meeting as illegal and void. e. Declare that the impugned Extra-ordinary General Meeting held on 31.07.2014 as illegal and void ab initio and consequently declare all the forms filed with the Registrar of Companies relating to the said Extra - ordinary General meeting as illegal and void. f. Pass such further or other orders as this Hon'ble Tribunal may deem fit and proper and thus render Justice.
(2.) Particulars of the Company: 1. The Nandan Renewable Energies Limited (CIN) (hereinafter referred to as the "Respondent No. 1 Company") was incorporated under the provisions of the Companies Act, 1956, on 11.02.2008. 2. The main object objects of the Respondent No. 1 Company are: a. To carry on business in India or elsewhere in promoting, setting up, creating and establishing manufacturing plants for the production of Biodiesel and/or Synthetic Diesel with the use of any contemporary technology. b. To carry on the business of Renewable and alternative energies like power generation from Biomas, MSW (Municipal Solid waste), Wind power, from the Tidal waves Bio Diesel. c. To carry on the business to develop, produce, buy, sell, purchase, import and act as agents, distributors, traders and suppliers of Bio-diesel energy plantations like plantation of Jatropha, Pongamia and other varieties of plantations of Bio-diesel through contract farming model, develop Nursery production centres for the production of all kinds of Bio - diesel plantations through contract farming model and other business activities as mentioned in Memorandum of Association and Articles of Association.
(3.) The Petitioners humbly submit that though the Respondent No. 1 Company was incorporated for carrying on the business as stated above it has not commenced its operations till date except the business of plantations. The Respondent No. 1 Company has started investing in agriculture land and started business of plantation. It is pertinent to bring to the kind notice of this Hon'ble Bench as per Foreign Exchange Management (Transfer or issue of Security by a Person resident outside India) Regulations, 2000 Foreign Direct Investment is not allowed into the Company dealing in buying agricultural land and carrying on the business of plantation.;