Ravikumar Duraisamy, Member - (1.) The CP. No. 25 of 2008 was initially filed before the then Hon'ble Company Law Board (CLB), Chennai Bench, Chennai. Since the National Company Law Tribunal (NCLT), Hyderabad Bench, has been constituted for the cases pertaining to the states of Andhra Pradesh and Telangana the case is transferred to the Hyderabad Bench of NCLT, and we have taken the case on records of NCLT, Hyderabad Bench and deciding the case.
(2.) The Petitioners have filed the above said Company Petition under Sections 397, 398, 235/111, r/w Schedule XI and other applicable Provisions of the Companies Act, 1956 for oppression and mismanagement in the affairs of M/s. SZF Private Limited, Rl Company inter alia seeking the following prayers: a. For a declaration that the resolutions passed at the Board Meetings/ General Meetings which have been manipulated by the respondents with respect to shareholding/ directorship/ vesting themselves with authority as illegal, null and void and not binding on the 1st Respondent Company; b. For declaration that the alleged amendment to the Articles of Association as illegal, null and void and not binding on the 1st Respondent Company; c. For declaration that the third Respondent is unfit to continue as Director of the first Respondent Company on account of the gross breach of fiduciary duty by the third Respondent and the various manipulations and fraudulent actions initiated by him; d. For a declaration that Form 32 dated 15.09.2007, 21.02.2008 and 04.03.2008 filed before the Registrar of Companies, Hyderabad reflecting the appointment of Respondents second to nine as Directors as illegal, null and void, e. For a declaration that form 32 dated 01.03.2008 before the Registrar of Companies, Hyderabad reflecting the appointment of fifth Respondent as Managing Director as illegal, null and void. f. Consequently for a permanent injunction restraining Respondents 2,4 to 9 from functioning or acting as Directors of the first Respondent Company or holding themselves out as Directors of the first Respondent Company; g. For declaring the manipulation in the shareholding of the first Respondent Company as shown in the Annexure as illegal, null and void and further declaring the transfers of shares shown in the Annexure as null and void; h. For a declaration that Form 18 dated 25.02.2008 filed by the second and third Respondents showing the shifting of Registered Office from Sanghinagar to the Corporate Office at Hyderabad is illegal, null and void; i. For a permanent injunction restraining the respondents from opening any further trading account; j. For a direction to bring back the entire statutory records of the first Respondent company to the registered office of the company situated at Sanghinagar; k. Directing the Respondents two, three and twelve herein to bring back the benefits and other considerations received on the alleged sale of shares held by the first Respondent Company in M/s. Sanghi Industries Limited; l. Such further or other reliefs as this Hon'ble Tribunal may deem fit to render justice in the circumstances of this case.
(3.) That the First Respondent Company was originally incorporated on 26.09.1981 originally as M/s. Sanghi Zip Fasteners Private Limited, and the name of the company was changed to M/s. SZF Private limited w.e.f. 21.03.2005 and having its Registered Office at Omerkhan Daira, Village Koheda, Ranga Reddy District, Telangana - 501511. The Respondents 2 and 3 have now manipulated and fabricated to file Form No: 18 before ROC at Hyderabad illegally showing the present registered office of the Company as having shifted to 4-3-352, Bank Street, Sultan Bazar, and Hyderabad 500095.;