Ina Malhotra, Member - (1.) The present petition invokes the provisions of the Companies Act alleging oppression and mismanagement at the hands of respondents 2 and 3. The grievances of the petitioners are that petitioner No. 2 was illegally removed as director of the respondent-company, while the resignation of petitioner No. 3 is alleged to be forged. The petitioners have further made allegations against respondents 2 and 3 of siphoning off the funds of the respondent No. 1-company. As per averments, petitioner No. 2 was engaged in selling properties and in the course of his business came in contact with respondent No. 2, who at the relevant time was working with a real estate company, viz. EMAAR-MGF. Respondent No. 2 who was contemplating leaving his assignment to pursue his business independently, got together with petitioner No. 2 to develop a project at Mohali. A contract was entered into with another real estate company, viz., TDI by the respondent No. 1-company for development of 150 plots on which villas and flats were to be constructed. The said agreement was signed between TDI and petitioner No. 2 as director of the respondent-company.
(2.) The respondent No. 1-company was incorporated in 2010 with an authorised and fully paid-up share capital of Rs. 1,00,000, being 10,000 shares of face value of Rs. 10 each. Respondent 2 and his wife respondent No. 3, being the promoters, subscribed to 5,000 shares each. They, therefore, were the only shareholders. This is evidenced by the memorandum and articles of association of the company. Being unable to come to the forefront on account of his job commitments, respondent No. 2 appointed petitioner No. 2 and his wife petitioner No. 3 as directors to manage the affairs of the respondent-company. As per the petitioners' version, there was an understanding that the shareholding of the company would be held by two corporate bodies, viz., petitioner No. 1-Rubicon Real Enterprises (P.) Ltd. (of which petitioners 2 and 3 are shareholders) and BHEE Enterprises (P.) Ltd. (a company promoted by respondents 2 and 3). Respondent No. 2 is stated to be a chartered accountant and handled all documents while petitioner No. 2 looked after the business promotion of respondent No. 1, i.e., the project for development of the 150 plots assigned under the agreement with TDI. As per averments made in the petition, in furtherance of the agreement, respondent No. 2 transferred 5,000 shares in favour of petitioner No. 1-company, while shares held by respondent No. 3 were transferred to BHEE Enterprises (P.) Ltd. To corroborate this submission the petitioner seeks to rely on the photocopy of the Share Certificate No. 0001, Folio No. 001, distinctive Nos. 1-5000, in respect of 5,000 shares held by respondent No. 2-Mr. Parminder Singh Saigal, being transferred to petitioner No. 1, Rubicon Real Enterprises (P.) Ltd. petitioners allege that they signed blank documents and papers and left them in custody of respondent No. 2. The petitioners further allege that the respondents in collusion with the chartered accountant, fraudulently filled Form 20B and uploaded it on the portal of the RoC along with the annual returns for the year ending 31st March, 2010. The petitioners' case is that while E-Form 20B correctly reflects that the shares of respondent No. 1-company were held by body corporates, the annual return which was forged and is without signatures, wrongly reflects that the shares are held by respondents 2 and 3 alone. The petitioners further allege that this fraud and fabrication has been done with the complicity and connivance of their chartered accountant, viz., B. Aggarwal & Co. to whom petitioner No. 2 had entrusted his digital signatures for filing requisite documents with the Income-tax Authority and the Registrar of Companies ('RoC'). It is also alleged that in furtherance of this fraud, respondents 2 and 3 fabricated the records of respondent No. 1-company wherein the amount withdrawn by petitioner No. 2 was reduced from his investment and was not intentionally reflected in the books of account. It is further stated that with the intention grabbing the company, respondents 2 and 3 in a criminal conspiracy forged the resignation letter of petitioner 3 and uploaded the relevant form on the website of MCA by misusing his digital signatures. After the alleged resignation of petitioner 3, respondent 3 was illegally inducted as an additional director. Subsequently, shareholders' meeting was falsely recorded to have been held on 9th June, 2014, wherein petitioner No. 2 was removed as its director. It is stated that no notice of AGM was never served on the petitioners.
(3.) These acts of oppression form the basis of the present petition, other than mismanagement of the affairs of the respondent-company on allegations of siphoning off its funds to the tune of over several crore. It is argued by the learned counsel for the petitioners that respondents 2 and 3 have been consistently marginalising and victimising the petitioners. Not only are they denying the petitioners their 50 per cent shareholding, but have also removed them as directors of respondent No. 1-company after which they have been financially bleeding the respondent-company.;