Rajeswara Rao Vittanala, Member - (1.) The Company Petition bearing number 49 of 2011 was initially filed before the then Hon'ble Company Law Board, Chennai Bench, Chennai. Since the NCLT Hyderabad Bench has been constituted for the cases pertaining to the States of Andhra Pradesh and Telangana, the case is transferred to Hyderabad Bench. Hence, we have taken the case on records of NCLT, Hyderabad Bench and deciding the case.
(2.) The Company Petition has been filed by Mr. Shyam Sunder Agarwal and six others, under Sections 397, 398, 406 read with Section 402 and 403 of the Companies Act, 1956 by seeking the following reliefs: a. Declare the share Purchase and Settlement Agreement dated 31.01.2011 by and between the Respondent No. 2 and 3 and the Respondent No. 23 etc., as null and void contrary to Articles of Association 21, 22 and other related Articles of Association of the Company and also Act and Rules. b. Direct the Respondents No. 23 and others to offer the said shares in favour of the remaining shareholders including the Petitioners on proportionate basis however excluding the Respondent No. 2 and his group in any such offer and in view of the MoU dated 8.12.2005 executed by the Respondent No. 2 and others exiting the Company. c. Declare that the Respondent No. 2 and others have no shareholding in the Company and consequently exclude them from the management of the Respondent Company completely; d. Reconstitute the Board of Directors of the Company after proper determination of the shareholding of the first Respondent Company, in view of the 1st and 2nd allotments dated 10.11.2005 and 17.12.2005 and MoU dated 08.12.2005 between the Second Respondent and others and after setting aside the MoU dated 31.01.2011 and allow proportionate representation on the Board of Directors of Respondent No. 1 Company.
(3.) The case was heard on several occasions by CLB and this Tribunal. After hearing the matter on several dates by this Bench, the Learned Counsel for the Petitioner has filed CA No. 14 of 2017 under Rule 44(2) of the National Company Law Tribunal Rules, 2016 seeking permission to withdraw the Company Petition with a liberty to file fresh Petition. He submits the following in his application: "i. The applicants state that the present petition concerns disputes between the Applicants and the Respondent No. 2 regarding the validity of the Share Purchase Agreement dated 31.01.2011 entered into by Respondent Nos. 2 & 3 with Respondent No. 23 which agreement contravenes the Articles of Association of the 1st Respondent Company, as well as Sections 397 & 398 of the Companies Act, 1956. It is stated that there have also arisen connected disputes between the parties herein regarding the validity of a Memorandum of Understanding dated 08.12.2005, and a consequent allotment of shares made on 17.12.2005. It is submitted that a determination of a validity of the same is essential to ascertain the Respondent No. 2's status vis-a-vis the 1st Respondent Company. A determination of whether or not the said Respondent has the status of a member would carry direct significance to any adjudication of the present petition. In fact, the same would be a pre-requisite for even determining the issues which this Hon'ble Tribunal may adjudicate upon. ii. It is stated that, in these connected disputes numbered C.P. Nos. [73, 76, 112] of 2007, this Hon'ble CLB Chennai, was pleased to pass a final order on 10.03.2016 allowing the said petitions, and holding the MoU as well as the consequential allotment to be invalid. Appeals, bearing [_], have been preferred by the Applicants herein before the Hon'ble High Court of Judicature at Hyderabad, against the said Order. The said appeals remain pending. It is indisputable that the findings of the Hon'ble High Court in these appeals would bear direct significance to the present petition. iii. In view of the same, the Applicants herein seek the leave of this Hon'ble Tribunal to withdraw the present petition, with liberty to file a fresh petition seeking the reliefs sought herein, following the disposal of the Appeals by the Hon'ble High Court. It is submitted that such withdrawal would not cause prejudice to either party, and would also aid in saving valuable judicial time and costs by deferring any adjudication on these disputed until the connected appeals are finally disposed off.";