Manorama Kumari, Member - (1.) The instant Company Petition bearing No. 971 of 2010, is filed under Sections 397, 398, 399, 402, 403 and 406 read with Sections 235 and 239 and read with Sections 539-545 of the Companies Act. 1956 by the petitioner, alleging certain acts of oppression and mismanagement in he affairs of the Respondent No. 1, company and sought various relief. The fact in brief leading to file the present petition are as follows: 1. The Respondent No. 1, company was incorporated on May 05, 2005 as Tivoli Enterprises Pvt. Ltd. which was subsequently changed to TL Enterprises Pvt. Ltd. on June 19, 2007. The main objects of the company is to carry on the business of hoteliers, hotel proprietors, hotel managers etc. The Petitioner No. 1 along with petitioner No. 2 owns 37.5% of the paid up share capital of the company. The Petitioner No. 1 is also a founder member, subscriber to the Memorandum of Association and the Director of the respondent Company.
(2.) In pursuance to the tender floated by BISCOMAUN for completing, and taking on lease for running, operating, and managing of revolving restaurant along with attendant facility located on the 16th, 17th and 18th floors of Biscomaun Tower, Patna, the petitioner No. 1 applied for, and was granted the said lease on certain terms and conditions and the offer so made by BISCOMAUM was accepted by the petitioner on 14-09-2004. (Annexure P-7 to the petition). Thereafter, the petitioners entered into a lease Agreement, initially for a period of 15 years on 12-10-2004 with automatic renewable clause upon expiry. Further, at par with the terms of the acceptance dated 14-09-2004 and lease Agreement dated 12-10-2004, the petitioner floated a private limited company, and assigned to it in such lease, provided he was/is its founder Director, as provided in Clause (m) and Clause 25 of lease Agreement.
(3.) After the execution of the said lease deed, the health of the father of the petitioner No. 1 deteriorated and on diagnosis, it is found that he suffered with cancer. At that time, the petitioner was based at Delhi and due to the health condition of his father, he realised that it would not be possible for the petitioner No. 1 to continue with the project. At this juncture, the Respondent No. 2, who knew the family, coming to know about the health condition of the petitioner's father and the inability of the petitioner to devote time, the Respondent No. 2 approached the petitioner No. 1, who offered to aid him in the execution of the project assuring petitioner No. 1 that since the Respondent No. 2 was locally placed, he could look after the day to day requirements and ensure that all statutory compliances were met with. Consequently, it was agreed that respondent No. 2 and petitioner No. 1 would be equal partners in the company, and if any new partner were brought in, there would be an equal proportional reduction in the shareholding of the initial partners so that inter se themselves, their shareholding is equal.;