S. Vijayaraghavan, Member - (1.) M/S. Arjuna Engineering P. Ltd., (hereinafter called as the company) was incorporated on July 22, 2009 as a private company limited by shares in the State of Tamil Nadu and Corporate Identity Number is U45400TN2009PTC072352. The registered office of the company is situated at No. 23, 1st Street Samayapuram Nagar, Opp. to Porur Lake, Porur, Chennai 600 116. The main objects of the company are: To take over the partnership firm Arjuna Engineering, continue and complete the existing contracts of the firm. To carry on the business of electrical/mechanical/civil engineering works, etc. The capital structure of the company is as follows: The authorised share capital of the company is Rs. 25,00,000 (rupees twenty-five lakhs only) divided into Rs. 2,50,000 (rupees two lakhs fifty thousand only) equity shares of Rs. 10 (rupees ten only) each. The amount of issued, subscribed and paid-up equity capital is Rs. 5,00,000 (rupees five lakhs only) divided into 50,000 (fifty thousand) equity shares of Rs. 10 (rupees ten only) each. The petitioner is the founder-director and shareholder of the company and at present is holding 20,000 equity shares, i.e., exactly 40 per cent, of the paid-up capital. The company is the first respondent and the particulars of the company are furnished in the paragraph 1 above. The second respondent is a shareholder and managing director of the company and holds the remaining 60 per cent, of the issued capital. The third respondent is a director of the company. The petitioner has submitted as follows: 1. It was submitted that the first respondent-company was incorporated in the year 2009 and the subscribers to the memorandum of association of the company were Mr. Jeyapaal Ramadas and Mrs. Kamala Ramanujam (the petitioner and his spouse). Subsequently the second respondent was appointed as the managing director of the company on August 9, 2009 and he continues to hold the post till date. The second promoters/subscriber/director, Mrs. Kamala Ramanujam resigned from the directorship of the first respondent-company on March 16, 2010 and the third respondent was appointed as the director of the company on the same date. As on the date of filing the petition, the petitioner, the second respondent and third respondent are directors of the first respondent-company. It was also submitted that as on the date of filing of this petition, the petitioner and the second respondent are the only shareholders of the company each holding 40 per cent and 60 per cent of the paid-up capital respectively.
(2.) It was also submitted that the promoters-directors of the company inducted the second respondent, a good friend of the petitioner with adequate experience in running engineering business, by offering him the position of managing director which the second respondent accepted with full enthusiasm and was duly appointed as the managing director of the first respondent-company on August 9, 2009.
(3.) It was submitted that initially the first respondent-company, M/s. Arjuna Engineering P. Ltd., prospered as a result of the harmonious efforts of the petitioner along with the second and third respondents. The respondent started inducting their close associates as employees in the company without consulting the petitioner, which was unfair and prejudicial and lacks probity. The petitioner was kept away from the proceedings of the company and notices of the meetings were not sent to him. Being the director and the shareholder of the company, the petitioner has the right to receive notices for both the board meeting and annual general meeting under sections 286 and 172 of the Companies Act, 1956.;