ARCHANA GUPTA Vs. SUNTECH INFRATECH (P.) LTD.

JUDGEMENT

(1.) IN this order I am considering CP No. 15/ND/2010 filed by the petitioner, a promoter director of Suntech Infratech (P.) Ltd., against the respondents alleging oppression and mismanagement under section 397/398 of the Companies Act, 1956 ('the Act') seeking annulment of all actions taken by the respondent No. 1 on behalf of the respondent No. 5 -company, being decisions that were taken without any authority or right, in circumvention of law and procedure by playing a fraud upon this Board and petitioner and by indulging in fraudulent activities of fabricating and forging documents; annulling the increase of share capital from Rupees one lakh to Rupees ten lakh and annul the allotment of 90,000 shares made in the name of respondent Nos. 3 and 4 as the same have been allotted by the respondent No. 1 in back date after the order of this Bench dated 5th November/2009 and declare his aforementioned attempt as void ab initio and non est; annulling the appointment of respondent Nos. 2 and 3 as additional directors as the same have been appointed by the respondent No. 1 in back date after the order of the Company Law Board ('CLB') dated 5th November, 2009 by manipulating, forging and fabricating documents without any authority; directions allowing the petitioner, to takeover the ownership, control and management of the respondent No. 5 -company; orders annulling all decisions that respondent No. 1 by misrepresenting to the Registrar of Companies ('RoC') may have taken on behalf of respondent No. 5. The R -5 -company was incorporated on 9th August, 2007 and is having its registered office at D -63 Ground floor, Naraina Vihar, New Delhi -110028. The authorised share capital of the company as per the balance sheet as at 31st March, 2008 is Rs. 1,00,000 divided into 10,000 equity shares of Rs. 10 each. The issued, subscribed and paid -up capital of the company is Rs. 1,00,000 divided into 10,000 equity shares of Rs. 10 each. The company was incorporated to carry on the business of purchasing, selling and developing and type of land and plot that may belong to the company or to any other person of whatever nature and to deal in land and immovable property of any description; to construct houses, building or civil and constructional works of every description of any lands or immovable property; to purchase land for the construction of the multi -storeyed building and licence the flats therein on suitable terms and conditions and to do consultancy business in the real estate developers.

(2.) THE petitioner's case in this petition is that the petitioner is a promoter director and holds 50 per cent shares of the said company, since its very inception, i.e., from 9th August, 2007. The petitioner, who was a widow and R -1, met through a marriage portal www.jeevansathi.com and were married on the 16th January, 2007 on the false inducement of R -1. The petitioner, to her credit is astute businesswoman and has sound financial and managerial credentials. Immediately, after their marriage the R -1 persuaded the petitioner to invest with him. On 9th August, 2007, company was incorporated. Subsequently, however, the parties relationship have soured and no longer subsists. Petitioner has discovered that R -1 is a serial womaniser who misrepresented that he was divorced from his second wife and single, when he met and got married to petitioner, and thereafter apart, from cheating, duping, stealing and defrauding the petitioner, has also relentlessly tortured her by afflicting physical violence and cruelty. My attention was drawn to the first information reports ('FIR') dated 6th April, 2009 against R -1 and 4 and charge sheet filed including the MLC. The conduct of the R -1, which all along has only been to dupe and defraud the petitioner.

(3.) MY attention was drawn to a demand notice dated 19th August, 2009 for an amount of Rs. 24,68,037 payable within 60 days from the receipt of the same failing which the PNB Housing Finance Ltd. which was in exercise of any or all powers as conferred in section 13(4) of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 ('Securitisation Act, 2002'), In order to secure and safeguard the interest of respondent No. 5 -company, the petitioner submitted a reply dated 11th September, 2009. The petitioner, once again called upon the respondent No. 1 a third time, vide its notice dated 14th September, 2009 vide which the meeting was rescheduled for 22nd September, 2009. Once again, in complete dereliction of duty the respondent No. 1 despite service failed to present himself for the said meeting.