Rajeswara Rao Vittanala, Member - (1.) The Company petition bearing No. CP/35/59/HDB/2017 is filed by Relisys Medical Devices Limited, under section 59 of the Companies Act, 2013 R/w 70 of NCLT Rules, 2016 by seeking the following reliefs: 1) To pass order(s) for rectification of register of members of the Applicant/Petitioner Company in particular reference to the cancellation of 219,658 equity shares of Rs. 10 each excess allotted to Dr. Raju Reddy on 06.08.2013. 2) To direct the Register of Companies of Telangana to effect the cancellation of 219,658 equity shares of Rs. 10 each excess allotted to Dr. Raju Reddy on 06.08.2013
(2.) Brief facts of the case, which are relevant to the issue in question, as stated in the petition and discerned from the documents filed along with it, are as follows : 1) Relisys Medical Devices Limited, (herein after referred to as Company) was incorporated as a private limited company on 13.10.1997; having Authorised Share Capital of Rs. 28,60,00,000 (rupees twenty eight crores sixty lakhs only) of 2,86,00,000 equity shares of Rs. 10 each. The issued, subscribed and paid-up capital is Rs. 27,56,61,450 (rupees two crores nineteen lakhs and sixty two thousand) of 2,75,66,145 equity shares of Rs. 10 each. 2) The main objects of the petitioner company, in brief, are as follows; i. To establish, engage, in carry on and run or to carry on business as provided in India or elsewhere diagnostic centres, hospitals, nursing homes, convalescent homes, blood banks, medicinal and allied training research centres, laboratories, mobile diagnostics centres and dispensaries, run libraries hold health centres and such other facilities that may be required for the purpose of providing Medical services of all kinds and also provide relief to the poor and needy by free/confessional services. ii. To carry on and undertake the business of all kinds of manufactures, importers,, exporters, wholesales and/or retail dealers in medical equipment, appliances models, artificial limbs, prosthetics or any other machinery, equipment, vehicles & other services for medical care, training and research including the business of consultation or setting up of and running hospitals, diagnostics centres, teaching and training centres for all categories including undertaking to provide to other institutions services of its employees for any or all the above functions. 3) It is stated that on 01.12.2011, the Company issued 192,441 Compulsory Convertible Debentures(CCD) of Rs. 10 each at a premium of Rs. 60 each (CCDS) to Dr. Raju Reddy (Trustee of 1007 Reddy Family Trust) Non-Resident individual, having permanent Address at 45711, Vineyard Ave, Foremont, CA 94536, USA. And fair valued of the shares of the Company as the above date was Rs. 64.22/- per share. 4) Subsequently, the said CCD were converted to equity shares on 06.08.2013, thus the Company has allotted 429,419 equity shares at a price at a price of Rs. 31.37/- lower than fair value of equity shares (Rs. 64.22) determined upfront The fair value of shares of the Company as on 6th June, 2013 is Rs. 31.37 per share. As the Company has contravened the provisions FEMA, 1999 while issuing said shares, it is stated to have submitted a Compounding application vide its letter dated 9th September, 2016 for contravening para 9(1)B of Schedule 1 to Notification No. FEMA 20/2000-RB : 0012/2000 dated Mary, 3, 2000 as amended from time to time. 5) In pursuance to the said letter of Company, the Reserve Bank of India has replied to the Company vide reference No. HY.FE.FID/1755/14.04.542/2016-17 dated First March, 2017 by inter alia advising the Company as follows: i. Unwind the excess shares allotted; or ii. Bring in additional funds equivalent to the shares allotted and thereafter apply for compounding for the contraventions stated. 6) In pursuance to the said RBI letter, the Company has obtained no objection from said Dr. Raju Reddy for rectification of Register in the form of cancellation of 219, 658 equity shares of Rs. 10 each excess allotted to him vide his letter dated 3rd March, 2017. 7) In the above circumstances, the present petition is filed by seeking the relief as extracted above, by contending that violation in question has, taken place due to the circumstances beyond the control of the Company; there is no mala-fide intention on its part and approaching the Tribunal voluntarily.
(3.) I have heard, Shri Y. Suryanarayana with A. Nagaraj Kumar, learned Counsels for counsel for petitioner, and have carefully perused the pleadings with supported documents along with extant rules of Companies Act, 2013 and regulations framed under FEMA, 1999.;