Rajeswara Rao Vittanala, Member - (1.) The Company Petition bearing CP No.46/241/HDB/ 2017 is filed by B. Narasimha Rao against M/s. Lekha Realtors Pvt. Ltd, U/s 213 and 241(1) of the Companies Act, 2013, by seeking the following relief: a. to pass an order directing the Respondent's Company represented by its Managing Director neither to alienate the property of the Company without the knowledge of the Petitioner nor to take any unilateral decisions, enter in to compromise in the pending suits. b. further direct to allow the Petitioner to attend the Agenda, Board Meetings by serving Notices before passing any resolutions and take the cognizance of his objections. c. to investigate into the affairs of the Respondent's Company. d. to impose penalty as per the provision of Companies Act, 2013 for not issuing notice before calling for the Board Meetings. e. to pass any such other order or orders as this Hon'ble Tribunal thinks fit and necessary in the interest of Justice, Equity and good conscience.
(2.) The brief facts, which are mentioned in the Company petition and are relevant to the issue in question, are as follows: 1) M/s. Lekha Realtors Private Limited (herein after referred as "the Company") bearing CIN No. U45200AP2004PTC44553 was incorporated under the Companies Act, 1956 on 04.11.2004 with the Registrar of Companies, Hyderabad, having its registered office at 209, Taj Enclave, Beside Sensation Theatre, Khairatabad, Hyderabad -500004 with its two Directors i.e. Mr. G. Balaiah and Mr. Ramesh Karnati. 2) The main objects of the Company is to purchase, lease or otherwise acquire, develop, improve lands, plots and buy and construct, erect houses, buildings, flats of all description holiday homes, resorts of all kinds of townships and to rebuild, enlarge, improve, expand, alter the existing houses, buildings, flats or other properties and to sell all such lands, plots, buildings, houses, flats, holiday homes, resorts, townships and all other properties of the company either on hire purchase, instalment or otherwise. And act as contractors for construction of buildings either residential or commercial or on behalf of individuals, Governments, Local Authorities, Corporations and to act as Consultant for developing lands, drawing layouts, providing all kinds of infrastructure for the purpose of construction of buildings, resorts, holiday homes, townships. Purchase, acquire, or otherwise obtain on lease any land, building or premises and to turn into account, develop, construct, improve, alter, demolish, or let out for the purpose of carrying on business of hotels, restaurants, lodging, housekeepers and act as contractor for construction of Roads, Bridges, Dams and such infrastructures on behalf of Government, Corporates & other Corporate bodies, etc., 3) Its authorized share capital is Rs. 2,00,000/- (Two Lakhs Only) as its authorized share capital as on 31.03.2016 divided into 20,000 (Twenty Thousand) equity shares of Rs.10/- (Ten Rupees Only) . The Petitioner holds 20% of total paid up capital of Rs.2, 00,000/- as on 31.03.2016. The Petitioner is one of the Share Holder and Director in the Respondent Company. 4) It is stated that the Petitioner, in the year 2001, got acquaintance with the Original landlord, Mr. V.R.Mehta and he did his first venture with Mr. V.R.Mehta successfully by purchasing 12 acres of land under Survey No. 198 & 199 located at SahebnagarKalan, HayathnagarMandal, Ranga Reddy District - 501505. This'subsequently led into good relationship and the Petitioner gained goodwill with Mr. V.R.Mehta. Accordingly, Mr. V.R.Mehta in the year 2006 approached the Petitioner with a proposal to enter into a Joint Venture with the Petitioner for developing the remaining extent admeasuring 42 acres of land in Survey Nos. 150, 151, 156(P) , 153(P) , 155(P) , 159(P) , 158(P) situated at Tapovan Colony, Kusumnagar, Sahebnagr, Kalan, HayatnagarMandal, Ranga Reddy District - 501505 (herein after referred as "Schedule Property I") and negotiated with each other. When the proposal was materialized, the Petitioner was searching for financial assistance by bringing in another partner to merge with as the Capital Investment required for the said venture was more than a Crore. By this time the Petitioner had made a Capital Investment of about Rs. 2,50,00,000/- (Rupees Two Crores Fifty Lakhs Only) and invited the Respondent Company represented by its Managing Director. This was the first time when the Respondent Company was introduced to Mr.V.R.Mehta till then there was no prior acquaintance with each other. 5) It is contended that the negotiations for the Schedule Property - I were articulated into writing and Sale Agreement was entered on 18.08.2006 between Mr. V.R.Mehta arid the Company, its Directors i.e Mr. Sudharshan Reddy and Mr. G. Balaiah along with the Petitioner herein who was proposed to be appointed as one of the Director for the Company as per the Agreement. They promised to induct the Petitioner into their Company as one of the Directors so as to fulfil the promise as per the Agreement as well as the Venture which they were undertaking. The Petitioner agreed for Capital Investment to the tune of Rs. 2,50,00,000/- (Rupees Two Crores Fifty Lakhs Only) and readily paid Rs. 40,000/- (Rupees Forty Thousand Only) towards the Share Capital as a token of acceptance for the said proposal. 6) And Agreement of Sale for the Schedule Property -I,was executed for a total consideration of Rs.37,80,00,000/- (Rupees Thirty Seven Crores and Eighty Lakhs Only) which was at the rate of Rs.90,00,000/- (Rupees Ninety Lakhs Only) per acre. The Petitioner was associated with the Respondent Company represented by its Managing Directors in negotiating the Agreement of Sale. 7) He has invested Rs. 1,00,00,000/- (Rupees One Crore Only) as and when required by making payments harmonious to the Agreement of Sale to fulfil the obligation with Mr.V.R.Mehta and the Company. Mr.V.R.Mehta has acknowledged the receipts of payments made by the Petitioner on behalf of the Company and passed it to acknowledging the payments. The Company however disclosed the amount as an unsecured debt in the Balance Sheets of M/s. Lekha Realtors Pvt. Ltd., The Petitioner never received any acknowledgement or receipts whatsoever for the said amounts in individual capacity. 8) While the matter stood thus, Mr.V.R.Mehta also proposed to sell another extent admeasuring 22 acres of land in Survey No. 149 & 152 situated at Tapovan, Kusumnagar, Sahebnagar Kalan, Hayatnagar Mandal, Ranga Reddy District, Hyderabad - 501505 (herein after referred as "Schedule Property - II") which is adjacent to Schedule Property - I and was sold under the Agreement of Sale Dated 18.08.2006 to the Respondent Company. The Schedule Property - II was sold to the Petitioner for total consideration of Rs. 27,50,00,000/- (Rupees Twenty Crores and Fifty Lakhs Only) by disclosing' about the pending litigation with the prior agreement holders. The Lis on the Schedule Property - II was settled with the help of Petitioner between the litigating parties. Thus, created clear title of the Schedule Property - II from all sorts of litigations. The Schedule Property - II was sold through a Memorandum of Understanding Dated 20.04.2008. 9) The Petitioner stated that basing on the proposal made by the Company to the Petitioner to make him as one of the Director of the Respondent Company, has taken all sort of risks in settling the Lis pending on Schedule Property - II for entering into an Agreements with Mr.V.R.Mehta. After series of consultation and deliberations with the Directors by explaining them, the profit that would benefit the Company in the event of successful venture if taken up. Which made Mr.V.R.Mehta to enter into an Memorandum of Understanding Dated 20.04.2008 by making an advance payment of Rs.2,00,00,000/- (Rupees Two Crores Only) by way of Cheques and cash payment of Rs. 15,00,000/- (Rupees Fifteen Lakhs Only) . This cash payment was made by the Petitioner as he not happen to be on Board of the Company and hence obtained Memorandum of Understanding favouring the Petitioner as one of the party referred as second party in the said Deed. 10) It is contended that in lieu of remarkable services rendered by him, he was taken on Board as a Director with effect from 09.04.2009 by making necessary Board Resolutions in this regard. 11) After obtaining the necessary Board Resolution by the Board of Directors meeting represented by Managing Director of the Respondent Company dated 06.01.2011, it was resolved to jointly authorize the Petitioner and Mr. G.Shekhar to look into the negotiations with the potential parties approaching for undertaking the venture for the Schedule Properties. 12) It is alleged that Company represented by its Managing Director has entered into Memorandum of Understanding for Compromise with Mr.V.R.Mehta for payment of Rs.35,00,00,000/-(Rupees Thirty Five Crores Only) without intimating about the Compromise to the Petitioner, and kept him in dark. On coming to know about it, he has disputed with the Company. Only then other Directors of the Company has accepted to pay the Petitioner a sum of Rs.3, 00, 00,000/- (Rupees Three Crores Only) beside the Capital Investment only if the said Memorandum of Understanding with Mr.V.R.Mehta would materialize. With such an understanding, a Memorandum of Understanding dated 22.07.2013 was executed between the Respondent Company and Mr. V.R.Mehta. But as a matter of fact, the said Memorandum of P Understanding for Compromise was not materialized and did not give any fruitful results, as a consequence of which, the Memorandum of Understanding for Compromise became "Non ets." 13) The Petitioner, though he was a Director was not made known about further developments, stages of the Suit, was not given Notices of Agenda, Board Meetings under Section 173(3) of the Companies Act, 2013 (herein after referred as "Act") by overall ignoring and neglecting his presence in the affairs of the Company. Therefore, the Petitioner has approached other Directors of the Respondent Company as a matter of his right to ascertain the stage of the Suit and the outcome of the compromise proposed. The Petitioner not being satisfied with the replies received in pursuant of his questioning and thus suspected the conduct of other Directors of the Company. As a consequence of which, the Petitioner has filed an Interlocutory Application No. 583 of 2016 in the Original Suit No. 492 of 2015 for Specific Performance of the Sale Deed Dated 18.08.2006 and also Memorandum of Understanding dated 20.04.2008 on the file of the Ranga Reddy District Court to implead him as a party by making him as a Proper and Necessary party as his interest is directly associated in the subject matter of the Suit. 14) It is alleged that the petitioner was not being intimated Agenda, Board Meetings Notices, outcome of the Memorandum of Understanding dated 22.07.2013, was not allowed to inspect the Books of account whenever asked for resulting to unilateral decisions. Therefore, Rights of the Petitioner as a Share Holder in the Company conferred, under Section 101(3) , of the Act are being deprived. 15) It is contended that Petitioner for the last 9 years from the date of Sale Agreement, he was personally looking into the development activities, inspecting the site on daily basis, approached HUDA authorities to take permits and all other activities in the best interest of the Respondent Company as a responsible Director. Thus, he has fulfilled his obligation towards the Company in discharging his official obligations. But as a matter of fact, the interest of the Petitioner is being hampered both professionally and financially as a Director as well as shareholder member. 16) It is alleged that there is abuse of the Statutory Provisions of the Act. If the interest and Rights of the Petitioner in the Company are not protected, he will sustain irreparable financial loss for no fault of him. This is causing physical and mental agony, causing jeopardy to the goodwill of the Petitioner in the market. Hence, he prayed the Tribunal to intervene in the issue by passing appropriate orders in the interest of justice.
(3.) Heard Ms. Neha Pandey, learned counsel for the petitioner and Mr. R.Mahender Reddy and Ch.Ram Reddy learned counsels for the Respondents.;