Rajeswara Rao Vittanala, Member - (1.) The present Company petition bearing CP No.69 of 2009 (TP No.43/HDB/2016) is filed by Smt.AnithaKedia, under sections 397 a 398 r/w 402 & 403 of the Companies Act, 1956, against Shruti Agro Farms Limited and 10 others, by inter-alia seeking; 1) To Permanently restraining Respondent No. 2 to 5 from acting as Directors of the R1 Company and from interfering with the day to day affairs of the Company; 2) To direct the Registrar of Companies (R-9) not to take cognizance of form No. 32 filed on 09.02.2005 and consequently declare that the Respondents 2 & 3 are not the Directors of the Company since 09.04.2004. 3) To declare sale deed executed by the Respondent No. 2 in favour of Respondent No. 4,6 to 8 vide registered document Nos. 3440 of 2006 , 6722 and 6723 of 2006 and un-registered sale deed executed by the respondent No. 2, which was subsequently validated vide file No. 791/AR/08 dated 07.01.2008 as void, illegal etc
(2.) The brief facts, leading to the filing of present Company Petition, as stated in the Company petition are as follows: 1) M/s.Shruti Agro Farms Limited(which is hereinafter referred to as Company) is a closely held Public Limited Company incorporated at Andhra Pradesh under the provisions of the Indian Companies Act, 1956 having its Registered Office at 19-2-226, Miramlam Tank Road, Bahadurpura, Hyderabad, and its authorized share capital is Rs.2,15,00,000/- divided into 21,50,000 equity shares of Rs.10/- each paid up capital is Rs.2,12,40,000/- The objects of the Company is to carry on the business of estate owner, cultivators, planters, growers and manufactures of sellers, etc.; as vegetable growers and cultivators, tillers, etc. 2) The petitioner is a Director and shareholder of the Company by holding 17, 40,159 equity shares and its Managing Director is Mr.Jitender Kumar Kedia. 3) Initial Directors of the Company are Mahesh Kumar Kedia(Respondent No. 2 and Jitender Kedia. Subsequently Mr.Umesh Kumar Kedia (R-3) was inducted as a Director on 26.09.2002 and Mr.Ajay Kumar Kedia S/o Mahesh Kumar Kedia (R-2) was also inducted as Director of the Company in the year 2003 and also Ajay Kedia, who is the son of second respondent, was also made a Director. 4) During the continuation of the business of the Company, the Company has acquired various properties situated in and around Hyderabad and Ranga Reddy District for the purpose of running the Company and for the purpose of creating additional assets for the Company. 5) Subsequently, Mahesh Kumar Kedia, Umesh Kumar Kedia& Ajay Kumar Kedia have addressed separate letters dated 07.04.2004 by expressing their intention to resign from the post of Directors of the Company with immediate effects due to their other pre-occupations and engagements which need total attention and thus requested to accept the same. 6) Accordingly, the resignations of Respondent Nos. 2 to 4 have been accepted on 09.04.2004, and they had also disinvested their holdings in the Company. The Respondent No. 5 (Gulzarilal Kedia), as Additional Directors of the Company with effect from 09.04.2004. Accordingly Form No.32 was also filed before the Registrar of Companies duly signed by the existing Director namely Mr.Jitender Kumar Kedia during April, 2004. 7) Subsequently, Mr.Rajesh Kumar Agarwal was appointed as Addl Director of the Company with effect from 11.12.2004. Te Respondent No.5 also resigned from the Board of Directors of the Company vide his resignation letter dated 18.12.2004 and the same was duly approved, accepted. Accordingly, the above changes were duly intimated to the ROC by the Company by filing Form 32 dated 3rd January, 2005. So after resignation of respondent No. 2 to 5, only the Petitioner and her husband namely Mr.Jitender Kumar Kedia and Rejesh Kumar Agarwal remains Directors of the Company. And they are running the affairs of Company. 8) The Respondent No.2 & 5 by falsely claiming themselves to be still Directors of the Company, have executed several documents by selling away the properties of the Company. On enquiry, the following illegal actions came to light: a) The Respondent Nos.2 to 5 have executed several transfer sale deeds by the 2nd respondent posing himself as the Director of the Company and executed a registered sale deed bearing Doc. No.3440 of 2006 before Sub-Registrar Office, Rejendranagar by way of transferring agricultural land admeasuring Ac. 6-00 situated at Manchirevula Village and Gram Panchayat, Rajendranagar Mandal, R.R.District in favour of none other than his son and ex-director of the Company namely Ajay Kumar Kedia; b) The 2nd respondent has executed another two separate sale deeds dated 12.05.2006 before the Sub-Registrar Office, Shamshabad vide Registered Document Nos.6722 6t 6723 in favour of Pankaj Kedia who is relative of 2nd respondent, transferring agricultural land admeasuring Ac.3 and Ac.4-25 Gts respectively situated at Pedashapur, Shamshabad Mandal, R.R.District. c) Mr. Shailesh Agarwal, who is Brother-in-law of the 2nd respondent had executed one registered Gift Sale Deed vide Doc.No. 3640 of 2008 dated 18.09.2008 transferring the agricultural land admeasuring Ac.5-25 Gts in Survey No.476 (P) situated at Manchirevula Village, Rajendranagar Mandal, R.R.District.
(3.) The Managing Director of the Company namely Jitender Kumar Kedia , has filed a reply dated 3rd April, 2017 on behalf of respondent No. 1, by inter- alia contending as follows: 1) As per annual returns of the Company, the petitioner is holding 17,40,159 equity shares. The Respondent Nos. 2 to 5 has resigned from the post of Directors of the Company. And Respondent Nos. 2 to 4, 8 St 11 have sold their shares to the Petitioner through the Share Transfer Deed duly signed and executed by the both. The transfer of 200202 no. equity shares through share transfer Form No.034594 executed on 30.01.2004 and 5,00,000 no. equity shares in the share transfer Form No. 160490 executed on 09.04.2004 from the Respondent No.2 to the Petitioner. The transfer of 20,000 no. equity shares through share transfer Form No. 160489 executed on 09.04.2004 and 3,74,000 no. equity shares in the share transfer Form No. 160491 executed on 09.04.2004 from the Respondent No.3 to the petitioner. The share transfer Form No.034596 executed on 30.01.2004 showing the transfer of 13,000 no. equity shares from the Respondent No.4 to the Petitioner. The share transfer Form No. 160488 executed on 09.04.2004 showing the transfer of 15,600 no. equity shares from the Respondent No.8 to the Petitioner. The share transfer Form No. 160484 executed on 09.04.2004 showing the transfer of 4,000 no. equity shares from the Respondent No. 11 to the Petitioner. Accordingly, the petitioner is total holding 17, 40,159 equity shares in the Respondent No.1 Company. 2) Respondent No.2 has filed a fake and fabricated Form DIN-3 dated 01.12.2007 affixed by the Digital Signature of the Respondent No.2 and Company Secretary Mrs. Rakhi Agarwal and showing the email of the Company as rakhi.garwal@yahoo.co.in, which was never been authorised by the Respondent No.1 Company, to appoint Respondent No.5 as Independent Director of the Respondent No.1 Company along with Form DIN-2 showing the email id of the Respondent No.2's Company kedia@kediaoverseas.com as the email of Respondent No.5 with the appointed date as 30.09.2004. 3) It is stated that Mr.Shailesh Agarwal, who is none other than the Brother-in-law of the Respondent No.2 had executed one registered Git Settlement Deed vide Doc.No.3640 of 2008 dated 18.09.2008 in favour of Respondent No.6, who is the wife of Respondent No.2 before the Sub-Registrar, Gandipet, which is a fraudulent Gift Settlement Deed executed by the Respondent No.2 with other Respondents, and the said illegal and fraudulent acts are clearly borne out by fraudulent documents executed by them without authority of law. 4) It is denied that any resolution was ever passed authorizing Respondent No.2 to execute any Sale Deed in favour of Anil Kumar Jhunjhunwala. The purported documents created are clearly fake and fabricated as at the time of so called sale deed in the year 2003-2004, the properties of the document are charged for the Borrowing Arrangement of working capital with State Bank of Mysore vide letter dated 14.07.2003 till 18.06.2004 which was further renewed till 2005. The 1st Respondent Company shall continue to be the legal owner of these properties by any reckoning and the fraudsters are liable for penal action under provisions of the Companies Act, 1956/2013 and also under the Indian Penal Code, 1860. The 1st Respondent Company reserves its rights to launch appropriate criminal proceedings against the said Respondents as per law. 5) It is affirmed that the Company Secretary of the 1stRespondent Company namely Mr.C.S.Vasanth Kumar Bajaj has verified the entire Company records pertaining to the Company before Registrar of Companies on 03.11.2006 vide Inspection/SRN No.A0545800, and it came to know that one forged Form No.32 alleged to have been filed on 09.02.2005 which was registered vide Document No.77 was found, and by way of which the Respondent No.2 & 3 have falsely created Form No.32 mentioning that with effect from 09.02.2005 they have been inducted as Additional Directors of the Respondent No.1 Company. 6) The Respondent Nos. 2 & 3 have managed and interpolated the records of the ROC and have got the unsigned Form No. 32 submitted on 09.02.2005 signed by Mr.Gulzarilal Kedia i.e., Respondent No.5 ,who was not the Director of the Respondent No.1 Company as on 09.02.2005. Hence, all the purported documents to have any authorization from the said Mr.Gulzarilal Kedia have no legal validity and the Respondents cannot take any advantage in this regard.;