Rajeswara Rao Vittanala, Member - (1.) The Present Company Petition bearing CP No. 58 of 2015 (TP No.807HDB/2016) is filed by Mr.Rachakonda Siva Kumar (Petitioner), U/s 81, 111, 397, 398, 399, 402 & 403 r/w Schedule XI of the Companies Act, 1956 against the Zetatek Engineering Systems Pvt. Ltd., by inter-alia seeking to the following reliefs: a. To declare the fake board resolutions uploaded with the Form No.MGT.14 transferring 500 shares by the 2nd Respondent to the 3rd Respondent as void and illegal and violative of provisions of the Articles 17-22 of the Articles of Association of the 1st Respondent Company and set aside the said Form No.MGT.14 as illegal; b. To declare the allotment of 90,000 shares solely to the 2nd Respondent at the purported board meeting dated 03.09.2014 as void and illegal, and declare the Form No.PAS-3 filed by the Respondents as null and void; c. Order the Respondents 1 and 2 to convene and conduct the AGM for the year 31.03.2014 immediately as per the approved Annual Accounts at the board meeting held on 03.09.2014;
(2.) The case was initially filed before the then Company Law Board, Chennai Bench, and subsequently transferred to this Bench. Accordingly, the case is listed before this Bench for hearing on various dates viz: 27.07.2016, 11.11.2016, 18.11.2016, 08.12.2016, 20.12.2016, 20.01.2017, 06.02.2017, 27.02.2017, 01.03.2017, 01.06.2017, 02.06.2017, 07.06.2017 6t 23.10.2017. After hearing the case, the parties requested time to file their respective gist of arguments. Accordingly, they have filed their written arguments subsequently.
(3.) The brief facts of the case, which are relevant to the issue in question, are as follows: 1) Zetatek Engineering Systems Pvt. Ltd.,(which is herein after referred to as Company ) is a private limited Company incorporated under the provisions of the Companies Act, 1956 on the 18th January, 2008 of the then Andhra Pradesh (now State of Telangana) under the name and style of "Zetatek Engineering Systems Private Limited" and bearing CIN No.U74999AP2008PTC057194. Its authorized equity share capital is Rs.10,00,000/-(Rupees Ten Lakhs Only) divided into 1,00,000 number of equity shares of Rs.10/- each. The paid up equity share capital is 10,000 number of equity shares equally subscribed by both the subscribers to the Memorandum of Association i.e. the Petitioner and the 2nd Respondent herein at 5000 shares each. 2) The main objects of the Company is to carry on business as manufacturers, converters, producers, buyers, sellers, suppliers, suppers, stockiest, servicing of Navigation Systems and calibration, Inertial and etc. 3) The Petitioner is one of the subscribers to the Memorandum of Association and he was also the First Director of the Company by holding equally 50% of the paid up equity shares along with second respondent in the Company. However, he has resigned as Director of the Company on 18.11.2014 and remains as share holder holding 50% of the shares of the Company. 4) It is contended that the Petitioner promoted the Company by taking the 2nd Respondent as its co-promoter with 50:50 equity shareholding pattern and thus incorporated the Company as a private limited Company under the provisions of the Companies Act, 1956. 5) It is alleged that the 2nd respondent is indulging in anti-company activities and resorted to acts of mismanagement and creation of fake documents, tampering the public records of ROC/MCA web portalby uploading fake documents and resolutions. He has also failed to comply with the mandatory statutory compliances of the Companies Act, 1956/2013. 6) It is alleged that the agenda of Board of Meeting held on 25.08.2014 was altered and attaching a fake board resolution adopted on that date. Similarly another Board Meeting was held on 03.09.2014 when the petitioner and 2nd& 3rd Respondents were present. 7 7) It is alleged that the Respondents have filed a fake Return of Allotment of shares in Form No.PAS-3 showing an allotment of huge number of 90,000 equity shares of the Company exclusively to the 2nd respondent at the purported Board Meeting held on 03.09.2014 by stating that the application received for allotment of 90,000 equity shares of Rs.10/- each". The petitioner was made a minority shareholder reducing his shareholding from 50% to 5%. This is a serious act of oppression and mismanagement and seriously prejudicial to the interests of the petitioner. 8) The 2nd Respondent failed to convene and conductmandatory AGM and violated the provisions of the Companies Act, 1956/2013 in this regard. The petitioner has questioned the Board Meetings dated 25.08.2014, 03.09.2014 & 14.10.2014 in the present petition.;