Ch. Mohd. Sharief Tariq, Members - (1.) Under consideration is the Company Petition No. 56/2015 filed under Sections 397, 398, 111A, 111 of the Companies Act, 1956 before the then Company Law Board (CLB), Chennai. After the constitution of NCLT, the same has been transferred to this Bench and renumbered as TCP 177/2016. There are 9 Petitioners and 12 Respondents in the Petition. The Respondent No. 12 seems to be sailing with the Petitioners.
(2.) The 1st Respondent company under the name and style of M/s. Punarjani Securities Limited was incorporated on 07.03.2012 with Registrar of Companies, Kerala, Ernakulam. The 1st Respondent Company is an unlisted public limited company. The Registered Office of the company was situated at Jayashree Castle, Room No. 27/7 C, Karunakaran Nambiar Road. Thrissur-680 020. The Board of the 1st Respondent company shifted the Registered Office to the Aswini Hospital premises with effect from 15.07.2015. The authorised capital of the 1st Respondent company is Rs. 45,00,00,000/- divided into 45,00,000 equity shares of Rs. 100 each. The present issued, subscribed and paid up capital of the 1st Respondent company is Rs. 43,43,500/- divided in to 43,43,500 equity shares of Rs. 100 each. The main object of the company is to carry on business of buying, selling, and dealing in all types of shares, debentures, stock, Government securities and to act as investment consultants, share brokers subject to obtaining such permissions as may be required. The subsidiaries viz., M/s. Aswini Hospital Limited and M/s. Aswini Health Care Limited. The Petitioners are collectively holding 7,57,110 equity shares of Rs. 100 each amounting to Rs. 7,57,11,000 constituting 17.43% of the issued and paid up capital of the 1st Respondent company. Therefore, the Petitioners are fulfilling requirements under Section 399 of the companies Act 1956 for filing the Petition under the provisions mentioned hereinabove.
(3.) It has been submitted by the Petitioners that they have been elected as the Directors of the 1st Respondent company in the Extraordinary General Meeting (EOGM) convened and held for the purpose of election of the director on 15.06.2015 by an independent chairmen appointed by the CLB. However, it is alleged that the Respondent Nos. 2 to 11 at an EOGM purportedly held on 27.07.2015 removed the Petitioners from the office of the Directors as well as forfeited the shareholdings of some of the Petitioners including the Petitioner Nos. 1, 2 and 5 along with the Shareholdings of the other members/shareholders and the same is challenged in this Petition. It has also been mentioned in the Petition that the Respondent Nos. 2, 3 and 12 are elected as Directors of the 1st Respondent company in addition to the Petitioners at the EOGM held on 15.06.2015 convened for the purpose of election of the Directors by an independent chairman appointed by the then CLB. It has further been submitted by the Petitioners that the Petition is filed for the purpose to set at naught the alleged illegalities perpetrated by the Respondent Nos. 2 to 11 by filing false, fabricated documents with the Registrar of Companies, Kerala, Ernakulam to prevent the Board of Directors duly constituted. It is on record that the Respondent Nos. 2, 3 and 8and one Mr. A.C. Premanandan have filed the Company Petition before the CLB under Sections 397 and 398 of the Companies Act, 1956 as CP No. 34/2015, wherein on the consent of the Petitioners and the Respondents, the then CLB passed an order on 11.05.2015 by appointing Shri S.M. Ameerul Millath as independent chairman to Convene and hold EOGM of the 1st Respondent company for the purpose of electing the directors thereon. Pursuant to which, the Petitioners were elected as Directors along with the Respondent Nos. 2, 3 and 12, thereby the Board of Directors was constituted consisting of 12 persons. The independent chairman submitted his report dated 20.06.2015 by recording observation that there was 96.87% of polling and a total of 132 shareholders attended in person and a total of 190 proxies voted.;