B.S.V. Prakash Kumar, Member - (1.) It is Company Petition filed u/s. 397-398 of Companies Act 1956 by the P 1 & 2 against R1 Company namely Oil Tools International Services Pvt. Ltd. and other Respondents stating that other Respondents conducting the affairs of R1 Company prejudicial to the interest of the Petitioners, hence this Petition with following reliefs: 1. To restrain R2-4 from consolidating the shareholding of R1 Company and declare the Form-2 filed with RoC regarding further allotment of shares to R2-3 and R5 as null and void. 2. To declare Form No-5 filed by the Respondent increasing the authorized share capital of R1 company from 1 crore to 2.5 crores and null and void. 3. To declare Form No-32 regarding vacation of office by P2 and appointment of R5 as additional director with effect from 06.02.2014 and the alleged Board Resolutions dated 12.12.2013 and 14.12.213 as null and void and reinstate P2 as director on the Board of Directors of R1 Company. 4. To remove R2-R4 from the Board of Directors of R1 company. 5. To initiate proceeding against R2-R4 u/s. 625 of the Companies Act 1956. 6. To direct that any resolution passed by R1 company either in the Board meeting or the General meeting be subject to the approval of the Petitioners. 7. To restrain the Respondents from conducting the meetings of the directors of R1 Company in the absence of P2 and from passing any board resolution thereafter. 8. To direct that no resolution be passed without affirmative vote of the Petitioners. 9. To rectify the register of members of R1 Company on the basis of annual returns of the company filed with RoC for the Financial Year 2012-13 and 10. To pass such other orders as this Bench may deem fit and proper in the facts and circumstances of this case. Brief facts of the Case: R1 Company was incorporated on 02.01.2005 with two shareholders i.e. R2 and one Ms. Lizy Babu holding 7,500 shares each and they continued for some time as first directors of R1 Company to carry out the business of manufacture, export, import and trade in the tools and the machineries used in oil and gas exploration. Subsequently, on resignation of Ms. Lizy Babu on 18.7.2005, her shares were transferred to R3.
(2.) First Petitioner namely Ace Oilfield Supply Inc. is a company of United States of America, having its registered office at Texas having a renowned name in the business of steel and allied products across the world. P-1 is majority shareholder of R1 Company holding 84.98% shares. P-2 namely Paul Douglas Waters is director in R-1 Company on behalf of P-1 whereby, since he is authorized to act on behalf of P-1, this Petition has been instituted through Paul Douglas showing P1 and P2 as Petitioners.
(3.) Initially R1 Company continued with the shareholding as below mentioned for sometime: ;