- (1.) The petitioners, holding 24.86% shareholding in the company, filed this Company Petition against R1 Company, namely Blue Lotus Jewellery Pvt. Ltd. and other answering Respondents u/ss. 397, 398, 399, 402, 403 and 406 of the Companies Act, 1956 assailing the conduct of the Respondents as prejudicial to the Petitioners. The case of the Petitioners in brief is that R4, who was close friend of 1st Petitioner, approached him stating that they wanted to diversify R1 business to get into the real estate business of re-development. Since R1 had no infrastructure and financial liquidity to start the business of real estate, the management in R1 requested P1 to buy sizable shareholding of R1 Company, on such a request, the Petitioners agreed to provide financial support to R1. In pursuance thereafter, P1 identified a plot of land called "Shirin Manzil" admeasuring 1168.07 sq. metre occupied with a building housing 43 tenants. To support R1 to get into real estate business, P1 & P2 invested Rs. 2.5 crore each towards purchase of 2,00,000 shares each of Rs. 10 per share at a premium of Rs. 100, the Petitioners were allotted 2,00,000 shares each on 1.3.2007. Soon thereafter, P1 initiated talks with the owners of the aforesaid property, for the owners being convinced to sell the property; accordingly P1 initiated process to purchase the said property in the name of the company. On 3.3.2007, both the Petitioners advanced Rs. 2.5 cr. each to R1 Company as a loan on interest which was agreed to be returned later. Out of it, only Rs. 2 crores have been paid back, remaining 3 crores is shown as payable to the Petitioners in the books of the company.
(2.) In the meanwhile, the Company acquired the property for a sum of Rs. 5.5 crores basing on the negotiations initiated by P1 and conveyance was executed on 6.3.2007 between the Company and the Owners. On 14.1.2008, a Partnership, namely M/s. Shanti Constructions was formed with two Partners i.e. R4 and Om Shanti Universal Ltd. wherein P1 is one of the Directors and shareholders of the said Company. R1 Company, through P1, entered into a Development Agreement on 27.2.2008 with the Co-operative Society of the Tenants of Shirin Manzil. To get vacant possession of the Shirin Manzil, the Petitioners arranged the payment of Rs. 1.01 crore towards the rent payable to the respective tenants for their alternate accommodation. Thereafter, R4, on 3.8.2010 retired from the Partnership Firm Shanti Constructions and started his own Firm called M/s. Mishal Constructions. Since R1 Company was not interested in real estate business, the company on 18.8.2010 agreed to sell the property Shirin Manzil to M/s. Shanti Constructions for an amount of Rs. 8.25 crores, out of which, Rs. 5.65 crores was already paid to the company between 20.8.2010 and 23.8.2010. When the Shanti Constructions tendered final Conveyance document to R1 Company, it has refused to execute the Conveyance. For the Petitioners being aggrieved of the Respondents denying execution of Conveyance, M/s. Shanti Constructions filed a suit before the Hon'ble High Court of Bombay seeking of decree of specific performance of a contract entered into with R1 Company on 18.8.2010.
(3.) The Petitioners submit that they have not been given any notice of General Meetings held on for the Financial Years 31.3.2007, 31.3.2008, 31.3.2009 & 31.3.2010. When the Petitioners addressed a letter to the company on 7.3.2011 for inspection of statutory records, the company failed to reply to the letter seeking inspection of the documents. On the search made by the Petitioners on, 9.3.2011 with the RoC, Maharashtra, it was noticed that as if Meetings were held every year on or before 30th September of the respective years, Registered office of the company was shown as changed from A/225 Keval Industrial Estate, B Marg, Lower Parel, Mumbai - 400013 to the present address and R2 & R4 have been shown resigned as Directors of the company with effect from 1.2.2011. Since inspection was not given, the Petitioners submit that they sent another letter for inspection on 21.5.2011, but no reply has come from the company.;