Bikki Raveendra Babu, Member - (1.) This petition is filed under Sections 241 and 244 of the Companies Act, 2013 praying for the following main reliefs:- "(a) that appropriate orders, reliefs and directions under Section 241, 242 and 243 of the Companies Act, 2013 be passed for putting an end to the oppressive act by the majority shareholders of the Respondent No. 1 Company and for that purpose, such fit and proper person be appointed, as this Hon'ble Tribunal may deem fit as Administrator and/or Special Officer and/or an Independent Committee of management be appointed to carry on the business of and to manage the affairs of the Respondent No. 1 Company for such period and on such terms and conditions as this Hon'ble Tribunal may deem fit; (b). Without prejudice to prayers hereinabove, this Hon'ble Tribunal be pleased to appoint such number of persons as may be deemed fit and proper to hold office as an independent board of directors to assume charge of the management and affairs of the Respondent No. 1 Company, in manner as this Hon'ble Tribunal may deem fit and proper, and on such terms and conditions as may be fixed by this Hon'ble Tribunal; (c) that the Hon'ble Tribunal be pleased to issue appropriate orders, directions and reliefs under Sections 241, 242 and 243 of the Companies Act, 2013 to bring to an end the aforesaid acts of oppression being perpetrated by Respondents No. 2 and 6, including the necessary orders, directions and reliefs as prayed for herein to give fair exit at fair value of shares of the petitioners; (d) that the Hon'ble Tribunal be pleased to declare that the purported Extra Ordinary General Meeting of the Respondent No. 1 Company held on 9th September, 2016 is invalid and illegal and that the resolution passed thereat to the extent it relates to the reduction of Share Capital of the Petitioners be declared as null and void and that the same is invalid, ineffective and not binding on the petitioners and that the same to be set aside; (e) that the Hon'ble Tribunal be pleased to declare that the purported Extra Ordinary General Meeting of the Respondent No. 1 Company held on 16th February, 2016 is illegal and that the resolutions passed thereat to the extent it relates to restructuring of the Respondent No. 1 Company is ultra vires, null and void and that the same is invalid, ineffective and not binding on the Respondent No. 1 Company and its shareholders including the petitioners and that the same to be set aside; (f) that the Hon'ble Tribunal be pleased to declare that the purported Extra Ordinary General Meeting of the Respondent No. 1 Company held on 3rd January, 2015 is illegal and that the resolutions passed thereat to the extent it relates to restriction on transfer of shares of the Respondent No. 1 Company is ultra vires, null and void and that the same is invalid, ineffective and not binding on the Respondent No. 1 Company and its shareholders including the petitioners and that the same to be set aside; (g) for costs; and (h) Such further and other relief as this Hon'ble Tribunal may deem fit and proper considering the nature and circumstances of the present case."
(2.) In this matter, Respondents No. 1 to 9 filed their replies. The petitioners also filed rejoinder to the replies of the respondents. Respondent No. 10 did not choose to appear before this Tribunal in spite of service of notice. It is represented by both the parties that Respondent No. 10 is not a shareholder of the 1st Respondent Company.
(3.) During the course of hearing on the 29th September, 2017, draft consent terms signed by counsels of both sides filed. Thereafter, on 10.10.2017 consent terms duly signed by Petitioners 1 to 4 and Respondents 1 to 9 came to be filed. None appeared for Respondent No. 10 even on 10.10.2017.;