Tribunal rules for petitioners on all issues, deeming share transfer illegal, directors' appointment void.

The Tribunal ruled in favor of the petitioners on all issues. The petitioners' requisition was not barred by limitation, the transfer of shares was deemed illegal, the appointment of directors was declared null and void, the increase in authorized capital was invalid, and the allotment of shares was set aside. The Tribunal ordered the rectification of the register of members, set aside the appointments and allotment of shares, and directed the petitioners to file a copy of the order with the ROC. No costs were awarded.

---

---

Issues Involved:
1. Limitation
2. Transfer of Shares
3. Appointment of Directors
4. Increase of Authorized Capital
5. Allotment of Shares

Detailed Analysis:

1. Limitation:
The petitioners issued a requisition under Section 169 of the Companies Act, 1956 on 15.09.2012. Upon rejection by the company on 28.09.2012, they filed a civil suit (OS No. 183 of 2013). Due to amendments in the Companies Act, the civil court returned the plaint on 27.11.2017, citing NCLT's exclusive jurisdiction. The petition was filed in 2018, thus not barred by limitation. The issue is answered in favor of the petitioners.

2. Transfer of Shares:
The petitioners argued they did not transfer their shares to R14 and R15. The respondents contended that the shares were transferred for Rs. 1,08,98,000/-. However, no proper instrument of transfer, as required by Section 108 of the Companies Act, 1956, was produced. The original share certificates remained with the petitioners. Therefore, the deletion of the petitioners' names from the register of members is deemed illegal, null, and void. The issue is answered in favor of the petitioners.

3. Appointment of Directors:
The board can appoint additional directors, but their appointment must be confirmed in the next AGM. Given that the petitioners were the only shareholders, their likely rejection of the appointments raises doubts about the legitimacy of the AGMs. The balance sheets and annual returns (except for 2011) were filed only in 2018, creating further suspicion. The appointments are thus declared illegal, null, and void. The issue is answered in favor of the petitioners.

4. Increase of Authorized Capital:
The increase in authorized capital from Rs. 5,00,000/- to Rs. 30,00,000/- was done without the petitioners' participation. As the declared shareholders, their exclusion renders the resolution invalid. The issue is answered in favor of the petitioners.

5. Allotment of Shares:
The company was not conducting any business, thus negating the need for further capital. The allotment of shares to R2 alone lacks bona fide reasons and is not in the company's interest. This principle is supported by the precedent set in Dale & Carrington Investment Private Limited vs. P.K. Prathapan. The allotment is set aside. The issue is answered in favor of the petitioners.

Conclusion:
The petitioners have established a case for interference. The Tribunal orders the rectification of the register of members to reinstate the petitioners' names. The appointments of directors and the allotment of shares to R2, including the increase in share capital, are set aside. The petitioners are directed to file a copy of this order with the ROC. The petition is disposed of with no order as to costs.

---