Vijai Pratap Singh, Member - (1.) The Petitioner has filed this petition under Sections 397, 398, 399, 111A, 402 and 406 of the Companies Act, 1956 against the Respondents in respect of wrongful acts and conducts of suppression and mismanagement by the Respondent Nos. 2 to 7.
(2.) Brief facts as per the petition are that the Respondent No. 1 i.e., M/s. Hotel Birsa (P.) Ltd. is a private limited company registered under the Companies Act, 1956. The authorized share capital of the said company was Rs. 4,25,00,000/- which was allegedly later illegally increased to Rs. 10 Crores. The Petitioner has further alleged that the issued and subscribed share capital had also illegally been increased from Rs. 4,25,00,000/- to Rs. 6,35,00,000/-. The Company is involved in the business of hotels, restaurant, flight kitchen, spirit merchants and so on. The Petitioner is a company incorporated under the Companies Act, 1956 which held 2,08,250 equity shares in the Company, amounting to 49% of the paid up share capital. Despite the Petitioner being the beneficial owner for all the shares, 12500 equity shares out of these shares had allegedly not been transferred in the name of the Petitioner, inspite of submission of signed transfer deeds signed by Sanjay Sahu and Sunil Kumar, with whom the shares are still lying. The Respondent Nos. 2 and 3 were the two other shareholders of the Company at the inception and constitute a group who jointly hold 51% shares in the Company and constitute the majority. Respondent No. 4 had been issued shares at a later point of time, which has also been contested. Respondent Nos. 5 and 6 had been allegedly illegally inducted into the Board of Directors of the Company as whole time directors. Respondent No. 7 is a company incorporated under the Companies Act, 1956 and was allegedly illegally allotted 1,20,000 equity shares.
(3.) The present petition has been brought by the Petitioner, who contended to have had his rights as a shareholder in the Company violated through various act perpetrated by the Respondents. The Petitioner claims to have a right to apply under the provisions of oppression before the Tribunal by claiming its present shareholding as 32.75% in the Company. During the course of time the Petitioners had a difference of opinion relating to the functioning of the Company with the Respondents whereby an offer was made to it by Libra for buying its stake out of the Company in addition to the payment of all unsecured loans that were made by the Petitioner to the Company through a Memorandum of Understanding (to be hereinafter referred to as MoU). However Libra informed the petitioner regarding its reduced shareholding in the Company pursuant to a meeting whereby the share capital of the company was increased and fresh allotment of shares was done. It is the case of the Petitioners who claim that they have been oppressed by having their shares in the Company diluted as a consequence of an allegedly illegal increase in share capital of the company and subsequent allotment of fresh shares by the Company in a meeting which was convened in violation of the compliances mandated under the Companies Act, 1956. The Petitioners have allegedly also been ousted from the Board of the Company and new directors had been allegedly illegally appointed in the Board with the purpose of oppressing the Petitioners. The Petitioners have also been allegedly denied access to the books of the Company.;