Rajeswara Rao Vittanala, Member - (1.) The present Company petition bearing CP No. 38/59 & 241/HDB/2017 is filed by Mulagaleti Nagalakshmi (Petitioner) under section 59 & 241 of the Companies Act, 2013, by seeking the following reliefs:- (a) Direct R-3 for rectification of the Register of Members of the Company and cancel the allotments or transfer of shares if any made by the Respondents after incorporation of the Company after considering the subscription of Subscribed Equity Share Capital of the Company pursuant to Section 59 of the Companies Act, 2013. (b) Direct the Registrar of Companies, Hyderabad to initiate prosecution under Section 447 and 448 of the Companies Act, 2013, against Respondent for making false statement in the annual returns, and fabricated document/forms filed with the Registrar of Companies of behalf of R-3 Company under the provisions of Companies Act, 2013. (c) Set aside the appointment of the Auditors and his subsequent reappointments and to direct for the review on the Audits conducted from incorporation date to till date or for the period as deems fit by this Tribunal. (d) To direct the Central Government/Ministry of Corporate Affairs/Registrar of Companies, Hyderabad for conducting detailed investigation on the affairs of R-3 Company since incorporation under Section 210(2) of the Companies Act, 2013. (e) Set aside all the appointments and removal of the Directors of the Company and reconstitute the Board of Directors by convening a General Meeting. (f) Direct the Respondents not to interfere with the assets of R-3 Company. (g) Direct the Respondents to transfer the amount of Rs. 2 crores to Company Account which was illegally diverted to his, friends and relatives account, etc.
(2.) The Brief facts, leading to filing of present petition, in brief, are as follows:- (1) Global Eco Controls Private Limited (hereinafter referred to as the "Company") was originally incorporated as Private Limited Company under the name of Global Eco Controls Private Limited on 31.12.2014. Its Registered Office was subsequently shifted from Level 1, Midtown plaza, Road No. 1, Banjara Hills, Hyderabad-500032, Plaza Road No. 1 Banjara Hills, Hyderabad - 500032, Telangana, India to Plot No. 13, 1st Floor, Indrapuri Railway Colony, West Marredpally, Secunderabad, TG 500026, vide Form INC 22 dated 9th November 2015 without proper approval from the Board. The Petitioner and Mr. Amar Gady, Respondent No. 1 are the first the Directors of the Company. The Authorised share capital of the Company is 10,000 Equity shares of Rs. 10 each aggregating to Rs. 1,00,000/- As per the Memorandum of Association of the Company G. Amar and V. Nagalakshmi are subscribers of 5,000 equity shares of Rs. 10/- each. (2) The Petitioner has received notice on 28.06.2016 by proposing to convene Extraordinary General Meeting of the Company scheduled to be held on 18.07.2016 at 10.30 hrs. at the registered office of the Company for alteration of the Articles of Association of the Company and removal of her as Director. (3) On coming to know about the proposed meeting, the Petitioner inspected the records of the Company, and came to know that there are several violations committed by the Company. The Petitioner made serious complaint against Respondent No. 1 to the RoC, A.P. on 14.07.2016 for misusing the Company funds. It is alleged that the Respondent No. 3 has availed loan to the tune of Rs. 2 crores from Andhra Bank, BHEL, Ramachandrapuram Branch, and Hyderabad on 27.03.2016. On the very next day, Respondent No. 1 started misusing Company funds by transferring funds to R. No. 2 (who is the wife) account, relatives, friends and to his personal account. When the Respondent No. 1 started black mailing the Petitioner, she filed a complaint against him and the same is pending before Hon'ble X Addl Chief Magistrate at Secunderabad. (4) The Petitioner has also filed complaint with RoC, AP. It is contended that the Petitioner has not signed either digitally or physically on any paper, e-form or any resolutions of the Company. Every digital signature of Petitioner was un-authorisedly possessed and used and her signature was forged/scanned and used for e-filing:- (i) Form No. INC 21 dated 6.1.2015 (ii) Directors Report for the year ending 31.03.2015 on second page. (iii) Form No. MGT 14 and form No. DIR 12 for change in the designation of Mr. Amar Gady as Managing Director of the Company, wherein the Petitioner's Digital signature was affixed without the knowledge of the Petitioner and authorisation and the attachments are not duly signed by the Petitioner. (5) The Registered office of the Company was shifted without the knowledge or information of the Petitioner from Level 1, Midtown Plaza, Road No. 1, Banjara Hills, Hyderabad - 500032, Telangana India to plot No. 13, 1st Floor, Indrapuri Railway Colony, West Marredpally, Secunderabad, TG 500026 (which is his own premises) vide Form IN 22 dated 9th November 2015. (6) It is alleged that the EGM was held on 15.12.2015 without any notice to the Petitioner, and there was no proper quorum for the Board meeting and the EGM unilaterally increased the authorised share capital of Respondent No. 3 Company from Rs. 1 lakh to Rs. 50 lakhs. There are only two Directors and two shareholders (petitioner and respondent No. 1) holding 100% paid up share capital of the Company. The Respondent No. 1 had allotted 4,90,000 Equity shares of Rs. 10/- aggregating to Rs. 49,00,000/- at the alleged meeting held on 29.01.2016 to the following persons:- (i) Mr. Amar Gady: 382,500 equity shares (ii) Ms. Nagalakshmi M: 82,500 equity shares (iii) Ms. Vijay Lakshmi N: 12,500 Equity Shares (iv) Mr. P. Rajender Reddy: 12,500 Equity shares (7) Again the designation of the Respondent No. 1 was changed from Director to Managing Director of the Company. It is alleged that P.R. Reddy who is an unknown person to the Petitioner was made member of the Company, and he has issued special notice convening EGM on 18.07.2016 for amending Articles of Association of the Company. It is alleged that the Respondent No. 1 has committed several violations of Sections 11(1)(a), 1.2(2) & 4, 12(3)(a), 13(1), 39(4), 42(9), 64, 92(1), 92(3), 96, 100, 101, 102, 103, 104, 118, 129, 134, 139, 161, 169, 170(2), 173, 174, 241, 447, 448, 449, 450 and 451 of the Companies Act as well as for mismanagement of funds, fabrication of documents and produced the same before the authorities as genuine, violation of procedure etc. (8) Therefore, the present Company Petition is filed seeking the reliefs as extracted supra.
(3.) The Respondents No. 1 to 3 have filed has filed a detailed reply dated 19.04.2017. The following are the main contentions raised by them:- (1) The Petitioner has not made out any case either under Section 59 and/or 241 of the Companies Act, 2013. The Petitioner raised no objection to the issue and allotment of shares. The Petition also suffers for non-joinder of necessary parties i.e. the shareholders to whom shares have been allotted, which are sought to be set aside. (2) The Petitioner has invested only Rs. 50,000/- towards capital and she got back 25 times more than that from the Company under various accounts and still, she is aspiring getting more undue benefits. The Petitioner who is a novice to the business of assembling, installing, designing and marketing security and fire safety solutions of the Company, joined with Mr. Amar Gady, Respondent No. 1 with a mischievous intention to assert pressure on him and to get more from the Company. The first Respondent having known her late husband, believed her and out of sympathy, she was admitted into the Company as an associate to help her. However, the Petitioner was trying to black mail instead of others, who have shown lot of inclination to join the Company (3) The Petitioner stated that a notice was received from the shareholder to convene EGM on 18.07.2016. The notice of the shareholder requisitioning the above meeting was also duly forwarded to the Petitioner and notice of EGM was also sent to the Petitioner by Registered Post. Therefore, the Petitioner was duly informed about the above meeting and the decision to remove her was taken in accordance with law. (4) Basing on the complaint given to the Registrar of Companies, on 21.07.2016 made by the Petitioner, the Registrar has made an inquiry of the allegations, and asked both the Petitioner and the Respondent to produce all the relevant documents, and after scrutinizing all the documents, then only the relevant documents were registered. It is denied that the allegation of forgery or using her signature by others. As long as she is in possession of her digital signature, the question of forgery or use of her digital signature by others will not arise. The affixation of digital signature of the Petitioner on some documents was with her consent and by her authority. It is also denied forgery of her signature on INC 21, Directors report and MGT-14. (5) It is stated that Mr. Rajender Reddy and Mrs. Vijayalakshmi have invested Rs. 2,50,000/- in the capital of the Company. Mrs. Vijaylakshmi has given her precious properties valued at Rs. 4 crore as security to secure the loan of Rs. 2 crore sanctioned by Andhra Bank to the Company. It is stated that after following due process of law, shares were allotted to the Petitioner, Respondent No. 1 and 02 others on 29.01.2016, out of which 82,500 shares of Rs. 10/- each were also allotted to the Petitioner even though she did not bring in any money for the above allotments but they are allotted on the promise that she would in due course return the monies. The Petitioner was a party to the meeting but as usual she did not sign the Register. (6) It is denied that there is no Board meeting held. The Petitioner has signed some Resolutions and she is one of the operators of the bank account of the company and she could not have operated the account without there being proper board resolution. It is stated that shifting of the registered office of the Company, increase of authorised share capital, allotment of shares, operating of bank accounts, burrowing of funds etc was with the consent of the Petitioner and she was very much present at the relevant meetings of the Board and members. However, for the reasons best known to her, pleaded ignorance of the above. (7) It is also denied the allegation that the designation to the Managing Director was changed illegally. It is stated that there is no illegality in the appointment of additional director in the board meeting held on 01.06.2016. The Company is a closely held private limited company and it runs on mutual trust and the Petitioner herself has breached the same and making baseless allegations taking advantage of some procedural issues when things did not suit her convenience and for selfish interest. Shri P.R. Reddy is known to the Petitioner, who is a relative of Smt. Vijaylakshmi. (8) It is stated that the copy of the special notice received from a shareholder seeking to move resolution for removal of the Petitioner was sent to the Petitioner by way of attachment to the mail sent to her on 27.06.2016 apart from it a physical copy was also sent. She is well aware of the meeting and the allegation that she came to know about said EGM only on inspection of the record of the Company on the website of Registrar of Company is totally false and denied. Therefore the Petition is liable to be dismissed.;