K. Anantha Padmanabha Swamy, Member - (1.) The matter under consideration is Company Petition filed by Mr. M.R. Sarangapani Reddy and Mrs. Shaalini Sarangapani (hereinafter collectively called as 'Petitioners') under sections 111, 397, 398, 402 & 403 of the companies Act, 1956 alleging various acts of oppression and mis-management in the affairs of M/s. Merit Inn Southern Star Private Limited (hereinafter called as 'Respondent Company'). The said petition was originally filed before the Company Law Board, Southern Region which stood transferred to this tribunal pursuant to the Companies (Transfer of Pending Proceedings) Rules, 2016 and renumbered as TCP/110/2016.
(2.) Before proceeding with the matter, it is necessary to mention herein that none of the Respondents have appeared before this Bench, therefore all the respondents were set ex-parte vide its orders dated 30.05.2017 and 06.01.2017.
(3.) The petitioners while alleging several acts of oppression and mismanagement have prayed for following reliefs against the Respondents: (a) Declare that the paid up capital of the Company is Rs. 6,10,00,000/- made up of 3,50,000 redeemable preference shares and 2,60,000 equity shares; (b) Consequently declare that any allotment of equity shares of the Company to Respondent No. 2 including the allotment of 90,000 equity shares as per Form 2 marked herein as Annexure 17,2,87,000 equity shares as per Form 2 marked as Annexure 22 is void ab initio; (c) Consequently further declare that the redemption of the redeemable preference shares of Petitioner No. 1 ex facie illegal and void ab initio; (d) Consequently declare that Petitioner No. 1 has always been the holder of 3,50,000 redeemable preference shares of the company and 2,57,700 equity shares of the Company; (e) Further declare that Petitioner No. 2 has always been the holder of 2,300 equity shares of the Company; (f) Declare that Respondent No. 2 has never been a shareholder of the Company from 12 January 2005; (g) Declare that Form 208, Form 23AC, Form 2 and Form 66 filed with the ROC for the year ending 31st March 2007 marked therein as Annexure 17 have been done without the authorization of the Company and are hence void ab initio; (h) Declare that form 20B, Form 23AC, Form 2 and Form 66 filed with the ROC for the year ending 31st March 2008 marked therein as annexure 18 have been done without the authorization of the Company and are hence void ab initio; (i) Declare that Form 208, Form 23AC, Form 2 and Form 66 filed with the ROC for the year ending 31st March 2009 marked therein as Annexure 19 have been done without he authorization of the Company and are hence void ab initio; (j) Declare that Form 20B, Form 23AC, Form 2 and Form 66 filed with the ROC for the year ending 31st March 2010 marked therein as Annexure 20 have been done without the authorization of the Company and are hence void ab initio; (k) Declare that Form 208, Form 23AC, Form 2 and Form 66 filed with the ROC for the year ending 31st March 2011 marked therein as Annexure 21 have been done without the authorization of the Company and are hence void ab initio; (l) Declare that Form 208, Form 23AC, Form 2 and Form 66 filed with the ROC for the year ending 31st March 2012 marked therein as Annexure 22 have been done without the authorization of the Company and are hence void ab initio; (m) Declare that Respondents No. 4 and 6 have never been appointed as the Statutory auditors of the Company; (n) Declare that Respondent No. 3 and 5 have never been appointed for the purpose of filing Form 66 and for and on behalf of the Company; (o) Declare that the purported appointments of Respondent Nos. 7 to 9 are directors of the company is illegal and void ab initio; (p) Surcharge Respondent 3 to 9 for any losses that they may have caused to the company in the execution of their illegal activities as set out in the petition hereinabove; (q) Declare that any act done by the Respondent Nos. 2 to 9 in relation to the property of the Company, as described herein above, is without authorization, ex facie illegal and void ab initio. (r) Consequently declare that any contract, agreement, arrangement, memorandum or any other such understanding entered in relation to the property of the Company, as described herein above, by Respondent Nos. 2 to 9, their men, servants, agents or any person acting on their behalf, is ex facie illegal and void ab initio; (s) Direct Respondent Nos. 2 to 9 to hand over any documents that they may possess which belongs to either the Petitioners or the Company, including the details of the forged digital signature of Petitioner No. 1 that has been used to upload the various Forms, any other documents in hard copy, Printouts, materials on compact discs, pen drives, external hard drives and any other such shortage devices; (t) And pass any other orders as may be deemed fit by this Hon'ble Board in the facts and circumstances of the case and thus render justice.;