TaxTMI 
TaxTMI 
2016 (7) TMI 117
X X X X Extracts X X X X
X X X X Extracts X X X X
....any was promoted by the father of the 1st Petitioner (Late) Mr. G.A. Narasimha Raju and his friend Mr. Dasu Ramaswami during the year 1953 in the State of Maharashtra. The Company is mainly engaged in the business of Pharmaceutical products and Vaccines. Majority of the shares were held by the late father of the 1st petitioner. Alter a period often years the late father of the 1st petitioner, due to his personal commitments, decided to migrate to Hyderabad and consequentially the registered office of the Company also got shifted from Mumbai to Hyderabad during the year 1964. After shifting to Hyderabad the father-in-law of 1st Petitioner (Late) Mr. Venkata Krishnam Raju Datla, who was basically from Hyderabad and who was also a family friend of late father, joined the Company. The business relationship later on got convened as family relationship when the son of Mr. Venkata Krishnam Raju Datla viz. Dr. Vijay Kumar Datla, was married to the 1st Petitioner during the year 1967. Later on during the year 1972, late father of the 1st Petitioner handed over the management to the husband of the 1st petitioner by making him Chairman and Managing Director of the first respondent Company. Dr....
X X X X Extracts X X X X
X X X X Extracts X X X X
....icular that the said respondents shall not be inducted in the board of the first respondent Company and the major shareholding shall be retained by him. It is pertinent to mention that the 2nd. 3rd and 4th Respondents were never inducted into the board of the first respondent Company. Only upon the insistence of the 1st Petitioner nominal shares were issued to the said respondents in the first respondent Company. The 3rd and 4th Respondents were married to Mr. Narendra Dev Mantena and Mr. Sridhar P. Raju respectively. The 2nd respondent joined the Company as an employee and continued to be in employment till the demise of Dr. Datla. 3. As stated supra, it was Dr. Vijay Kumar Datla and the 1st Petitioner who were only at the helm of the affairs of the Company since 1991 when the 1st Petitioner was inducted as Executive Director of the Company, Both of them devoted and dedicated their entire life and career for the growth and development of the Company. Both of them being Doctors applied the nuances of the business and accordingly took the company in the right direction, both business wise and financial wise, by taking wise decisions at the appropriate lime and making investments ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ing standing in the name of (Late) Dr. Vijay Kumar Datla have been transmitted to her under an alleged bequeath in pursuance of the alleged Will dated 14.02.2005 is totally misleading and misconceived. The said alleged Will is neither probated nut produced in Original before the Company or the alleged Board which caused such illegal transmission and which is questioned in various proceedings including this Company Petition, In fact the entire shareholding of (Late) Dr. Vijay Kumar Daila rose from modest 14% to the huge volume of 81% only with the investments and money provided by the 1st Petitioner herein. It was she who had invested all the monies out of her, self earned and ancestral income and had even lent monies to the 1st Respondent Company in hours of its crisis on many occasions. As such the purchase of shares from coparceners, the Private Companies who disinvested their shares and other shareholders to make the IM Respondent Company their Family Business with Dr. Daila and the 1st Petitioner herein as only Director from the Family holding equity in the Company. Thus all the holding in the form of shares was held by the 1st Petitioner and Late Dr. Datla for more than 20 yea....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ny by illegally changing the board composition and also the shareholding pattern of the company. It is submitted that the 2nd, 3rd and 4th Respondents realizing the fact that all the properties of Dr. Datla would go to the 1st Petitioner as per their father's Will by virtue of which the 1st Petitioner would become a substantial shareholder in the company. At the time of death of Dr. Datla there were three directors on the board of the first respondent company viz.. Dr. Vijay Kumar Datla, Dr. Renuka Datla, the 1st Petitioner and Mr. CJ.V. Rao. the 5th respondent. After the demise of Dr. Datla there were only two director's viz.. Dr. Renuka Datla. the lst Petitioner and Mr. G.V.Rao, the 5lh respondent. As Mr. G.V. Rao did not want to continue as director after the demise of Dr. Datla he resigned from the board on 06.04.2013 leaving the 1st Petitioner alone as director on the board of the first respondent company. 6. The entire episode commenced on 10.04.2013 when the 1st Petitioner was sitting in the chambers of her late husband. The Company Secretary of the Company came rushing to the T1 Petitioner and informed that the Vice President and the Assistant Vice President of t....
X X X X Extracts X X X X
X X X X Extracts X X X X
....nd resignation of Mr. G.V, Rao on 06.04.2013. In such circumstances no board meeting could have been held nor could any forms have been filed with ROC as the 1st Petitioner did not call for any board meeting on 09.04.2013, 10.04.2013 and 11.04.2013. As the first respondent company is a limited company and the Articles of Association of the company does not provide for a situation where the board has only one director, no appointments could have been made at a board meeting. As there is no provision either under the Companies Act 1956 or under the Articles of Association of the company for withdrawing the resignation letter filed by a director, the question of Mr. G.V. Rao withdrawing his resignation letter does not arise at all. 9. It is submitted that the filing of forms 32 by Mr. G.V. Rao is prima facie an illegal act that has been instigated by the 2nd, 3rd and 4th Respondents along with the sons-in-law of the 1st Petitioner. The 2nd, 3rd and 4th Respondents who decided to take control of the management of the company have adopted illegal means to achieve their object. The said Respondents realizing that they cannot file Form 32 directly as they are not directors of the compa....
X X X X Extracts X X X X
X X X X Extracts X X X X
....d have to be transmitted to the 1st Petitioner. The Respondents realizing that they would not be emitted to any of the properties of Dr. Datla, including the shares of the first respondent company, decided to somehow grab the shares from the 1st Petitioner. In the process they first filed bogus forms to show that the board is reconstituted on 09.04.2013 and thereafter transmitted the 4,00,961 shares standing in the name of Dr. Datla to and in favour of the 2n Respondent at a board meeting allegedly held on 10.04.2013. 13. It is stated that the minutes of the board meeting allegedly held on 10.04.2013 shows that the 400961 shares of Dr. Vijay Kumar Datla has been transmitted to the 2nd Respondent based on a will dated 14.12.2005 of Dr. Vijay Kumar Datla. The Petitioner very vehemently denies the existence of any such will executed by her late husband. As submitted above the late husband had executed a Will and all the properties of Dr. Vijay Kumar Datla were bequeathed to the 1st Petitioner and not to any of the daughters. Dr. Datla during his life time executed will only once through which he bequeathed his properties to he 1st Petitioner. Dr. Datla did not execute any Will in f....
X X X X Extracts X X X X
X X X X Extracts X X X X
....11 shares from the 2nd Respondent to the Mr. Narendra Mantena and Mr. P. Sridhar Raju would also become Invalid-Therefore it is submitted that the meetings allegedly held on 09.04.2013, 10.04.2013 and 11.04.2013 are prima facie invalid for the reasons that no such meetings actually were conducted on the said dates and the persons who allegedly conducted the meetings are not at all directors of the company. 16. It is stated that the 1st Petitioner during August 2013 received a notice from the 2nd Respondent Claiming herself to be Managing Director, calling for board meeting on 22.08.2013. The 1st Petitioner wrote back to the so called board denying the board meetings that allegedly took place from April 2013. The 1st Petitioner also attended the so called board meeting to find out the real intentions of the Respondents, Once again during September 2013 the 2nd Respondent called for one more board meeting on 25.09.2013, claiming herself as Managing Director of the company. As the objections raised by the 1st Petitioner was not duly recorded at the so called board meeting held on 22.08.2013, the 1st Petitioner decided to attend the so called board meeting on 25.09,20)3. Thereafter ....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... Vaccine Business Undertaking of the first respondent company to and in favour of BE Vaxco Private Limited. 19. It is submitted that the Respondents who illegally took the management and ownership control of the first respondent Company are taking all sorts of steps to ruin the first respondent company by disposing off the undertakings of the company and made the first respondent company a shell company. The Livestock undertaking is proposed to be demerged and transferred to M/s BE Immunology Private Limited (resulting Company 1) and the Vaccine Undertaking to M/s BE Vaxco Private Limited (Resulting Company 2). The Resulting Company 1 was incorporated on 07.02.2014 in Telangana and the Resulting Company 2 on 20.05.2014 in Andhra Pradesh. The 2nd 3rd and 4th respondents are promoters and directors of Resulting Company 1 and Resulting Company 2 is a wholly owned subsidiary of Resulting Company 1. Therefore, the Respondents control both the companies by virtue of the shareholding in Resulting Company 1. The Share entitlement ratio is 1:10 i.e. the members of the 1st Respondent Company would be entitled for 10 shares in the Resulting Companies under the Scheme of Arrangement. The pa....
X X X X Extracts X X X X
X X X X Extracts X X X X
....tor, 4th Respondent as a director and Mr. P. Sndhar Raju as President -Real Estate of the Company. It is not known as to why a company that deals with Pharma Products requires a President to handle Real Estate business. This only shows that the Respondents are proposing to dispose of all the properties owned by the Company. As the entire shareholding pattern has been tampered by adopting illegal means by the Respondents, all the resolutions allegedly passed at the AGM on 18.12.2013 shall be set aside as invalid. 23. As a matter of fact the Respondents No.2 to 4 had filed SLPs in the Apex Court challenging the order of the High Court in Company Appeal No. 17 of 2014 which was allowed in favour of the 1st Petitioner herein. Inspite of having filed SLPs the Respondents No.2 to 4 could not obtain any order of suspension from the Apex Court and yet to avoid the conduct of affairs of the Company which would amount to recognizing the position of the 1st Petitioner herein as Managing Director as appointed by the Hon'ble High Court they deliberately failed to attend such meetings. This was in fact clearly disclosing the attitude of the Respondents No.2 to 4 to stall and disturb the c....
X X X X Extracts X X X X
X X X X Extracts X X X X
....t been complied with by them and in fact the sale of land at Manoharabad is clearly an act of disobedience and violation of the undertaking given by them consequently amounting to an act contempt liable to be processed for besides a clear act of oppression and mismanagement. 24. It is pertinent to mention herein that this Hon'ble had vide its order dated 06.08.2014 directed me respondents herein not to dispose of any of the immovable properties that were held by the Company. However inspite of the said directions the Respondents have sold the immovable property belonging to the Company situated at Manoharabad to M/s ITC Limited vide Registered Sale Deed bearing Doc.No.425/2015 dated 18.03.2015. It is pertinent to mention herein that the value of the said immovable property was not less than Rs. 85 Crores on the given date and the respondents have apparently sold the same illegally for a trifling sum of Rs. 44 Crore causing huge and unwarranted loss to the Company without having any lawful mandate and misusing the illegally usurped powers. 25. In view of the facts and circumstances as stated above, the petitioners prayed this Bench to gram the following reliefs:- a. To ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....res held by Late Dr. Vijay Kumar Datla in the Company. n. Such further order or orders and or direction or directions be given as to this Hon'ble Board may deem fit and proper. 26. The first respondent filed detailed counter to this petition. Shri P.S. Raman, learned Senior Counsel appeared for the respondent submitted that the company petition is devoid of any merits and hence, liable to be dismissed with exemplary costs on the ground that the instant Company Petition is not maintainable under Sections 397, 398 or 399 of the Companies Act, 1956 (Sections 241, 242 & 244 of the Companies Act, 2013) for the following reasons: A. It is submitted that under Section 399(1)(a) of the Companies Act, in the case of a Company having a share capital, not less than 100 members of the company or not less than 1/10 of the total number of its member, whichever is less, are entitled to maintain a petition under Section 397 or 398 of the Companies Act, 1956 seeking reliefs against oppression and mismanagement. In the instant case, in an ingenious yet misconceived manner, the 1st Petitioner has sought to bypass the statutory restriction contained under Section 399 of the Compa....
X X X X Extracts X X X X
X X X X Extracts X X X X
....and 3rd Petitioners, filed the instant Company Petition by raising substantially similar allegations, claims as made in C.P.No. 1 of 2013. The conduct of the 1st Petitioner is thus unclean and approaching this Hon'ble Tribunal again with the instant Company Petition is a complete abuse of the process of law. D. It is submitted that the first petitioner has again approached this Hon'ble 'Tribunal with unclean hands and is guilty of suppressing material facts in as much as the 1st petitioner is aware of the changes that had taken place in the management and shareholding structure of the 1st Respondent Company, since the 1st Petitioner herself addressed a letter to the 2000 employees of the 1st Respondent on 15th April. 2013 as regards the appointment of the 2nd Respondent as the Managing director of the 1st Respondent company and Respondents 3 and 4 as director of the Company. The 1st Petitioner deliberately suppressed the said letter again on account of the fact that the 1st petitioner is aware that the letter dated 15.04.2013 referred to above would belie her allegation that the Board Meetings of 9th 10th and 11th April, 2013 of the answering Respondent Company were ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ries of the 2nd and 3 Petitioner trusts. It is therefore submitted that the instant company petition is not maintainable and is liable to be dismissed. 28. It is submitted that the 2nd Respondent in her individual capacity holds 83.494% of shares in the issued share capital of the 1st Respondent Company, 0.340% of shares as a beneficiary of ; trust which is a shareholder of the 1st Respondent company and 2.863% of the issued shares jointly along with the 1st Petitioner. The 2nd Respondent, in accordance with the wishes of P1 Petitioner's husband and after his bereavement, with the consent of all the family members including the 1st Petitioner, was appointed as the Managing Director and Director of the R1 Company vide Board Resolution dated 10.4.2013. The averments that the 2nd Respondent only holds 5.13% of the paid up capital of the 1st Respondent Company is incorrect for the reasons stated above. The shares of the 2nd Respondent's father, being 400,961 shares of Rs. 100/- each, were transmitted to the 2nd Respondent in accordance with the Board Resolution dated 10.4.2013 as per the Will of late Vijay Kumar Datla dated 14.2.2005. 29. It is submitted that the Responde....
X X X X Extracts X X X X
X X X X Extracts X X X X
....jay Kumar Datla even during his life time and known to all the shareholders of the company. Given these facts and circumstances the question of seeking an indemnity for such transmission does not arise. The original share certificates were, in fact, tabled at the Board Meeting along with copy of the Will. Merely because the Board Resolution dated 10.4.2013 does not make an express reference to this fact, it cannot be said that the transmission is vitiated. 32. The transmission of the shares in favour of the 2nd Respondent has been done in accordance with the provisions of the Act. The averment that the 3rd Respondent, being a Director of the Company, ought not to have participated in the resolution is incorrect and misconceived, inasmuch as, the transmission is sought to be effected in favour of the 2nd Respondent and not in favour of the 3rd Respondent herself. 33. Despite having been fully aware of and having consented to the decisions taken by the Board of the 1st Respondent Company on 9th, 10th and 11th April, 2013 and having openly endorsed the appointments of Respondents 2 to 4 to the Board of the 1st Respondent Company by way of a letter dated 15.04.2013, the 1st Petit....
X X X X Extracts X X X X
X X X X Extracts X X X X
....hat the scheme of de-merger proposed for the 1st Respondent Company is aligned with the broad business objectives that have always anchored the business of the Respondent Company and is in the best interests of the Company and its shareholders. 37. It is submitted that the fact that the 1st Respondent Company filed a company petition seeking an arrangement in the year 2011 clearly establishes that the business restructuring proposals were always under active consideration. The then Scheme of Demerger was not pursued further at the relevant time due to business reasons. 38. The 1st Petitioner has miserably failed in citing any single instance of mismanagement. The balance of convenience is only in favour of the Respondents. The 1st Petitioner, being a party to all the resolutions of 9th 10th and 11th April, 2013 Board Meetings, cannot be permitted make bald allegations of oppression or mismanagement. The Is1 Petitioner suppressed her letter dated 15-4-2013 in the earlier Company Petition 1/2013 and in the Civil Suit, O.S.No.184/2014. The 1st Petitioner has again suppressed her letter dated 15-4-2013 in the present Company Petition No.36/2014 also. The 1st Petitioner is not per....
X X X X Extracts X X X X
X X X X Extracts X X X X
....urther submitted that the IS1 Petitioner has already filed a Civil Suit OS No 184 of 2014 on the file of the 24lh Additional Chief Judge, City Civil Court at Hyderabad against 1st to 4th Respondents and other entities by relying on a Will allegedly executed by her husband in her favour. In the said suit the 1st Petitioner has among other, sought for a declaration that she is the absolute owner of all the shares of her late husband in the 1st Respondent Company, based on the alleged Will. At the same time, alternatively, the 1st Petitioner is also seeking reliefs in the nature of declaration that she is the owner of ½ shares or 1/4th shares in the shares of her late husband in the 1st Respondent Company. The Respondents 1 to 4 have filed their Written Statements in the said suit questioning the validity of the alleged will relied upon by the 1st Petitioner and the said issue is under consideration by the trial court and therefore, the relief sought by the 1st Petitioner in this Company Petition with respect to the transmission of the shares in favour of the 2nd Respondent, is entirely misconceived as this issue would need to be gone into by the trial court based on the eviden....
X X X X Extracts X X X X
X X X X Extracts X X X X
....uidance for Mahima as she takes on his new responsibility. Together, let us uphold this legacy and continue to make a difference. Wishing the BE team much much success!!! For BIOLOGICAL E. LIMITED, Sd/- DR. RENUKA DATLA EXECUTIVE DIRECTOR " It is respectfully submitted that the above letter of the 1st Petitioner was the subject of intense debate before this Hon'ble Tribunal in the Company Petition No. 1/2013. This Hon'bie Tribunal was pleased to note the salient features of the letter and came to a conclusion that the resolutions of 9th. 10th and 11th April 2013 of the 1st Respondent Company were entirely within the 1st Petitioner's knowledge. The 2nd Respondent submits that the 1st Petitioner deliberately suppressed the said letter again on account of the fact that the 1st Petitioner is aware that the letter dated 15.4.2013 referred to above would belie her allegation that the Board Meetings of 9th, 10th and 11th April 2013 of the ls1 Respondent Company were conducted without her knowledge. Furthermore, the very presence of the letter dated 15.4.2013 makes the entire case of the Petitioner untenable. 42. It is respectfully submitted that the letter....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... its kind in South Asia. She executed several international contracts and successfully handled various foreign collaborations. The 2 Respondent received several national recognitions for her contributions in vaccine industry. The 2nd respondent's leadership is responsible for securing the World Health Organization - Geneva - Pre qualification accreditation for the first time to the 1st Respondent Company. As a result, the 1st Respondent's product namely Pentavalent is sourced by international institutions. The 2nd respondent, as a member of the founding family, immensely contributed for the 1st Respondent's growth, development and for its sustainable development. The 2nd Respondent was able to accomplish her business responsibilities at a very young age. The 2nd Respondent commands high respect in the family and industry circles. This 2nd Respondent has brought about a total transformation in business of the 1st Respondent Company under the perennial guidance of her late father for about two decades. The 2nd Respondent was deeply involved in all the major projects being undertaken by the 1st Respondent Company along with her late father and has played a significant role....
X X X X Extracts X X X X
X X X X Extracts X X X X
....mission, it was also agreed amongst the family members (including the 1st Petitioner) that board meetings be convened in quick succession for the purpose of giving effect to the said decisions. At some of these meetings, Mr. G.V. Rao. i.e., the 5th Respondent herein, who was officiating as an independent Director since the year 2000, was also present. At such meeting, as it was decided that the three daughters of Dr. Vijay Kumar Datla, i.e., 2nd to 4th Respondents, will be inducted as Directors with the 2nd Respondent being appointed as the Managing Director. Mr. G.V. Rao, to facilitate such future arrangement for the management of the company between the family members Dr. Vijay Kumar Datla. offered to step down from the post of Director and accordingly addressed a letter to the Company on 6.04.2013. 47. When the said resignation was brought to the notice of all the family members it was fell that it would be in the best interests of the 1st Respondent Company that the experience and knowledge of Mr. G.V. Rao be continued to be utilized for the larger benefit of the 1st Respondent Company. 48. Accordingly, all the family members of Dr. Vijay Kumar Datla, including the 1st Pe....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ission of shares from Dr. Vijay Kumar Datla to the 2nd Respondent and also appointing 2nd and 3rd Respondents as Directors of the 1st Respondent Company. 52. The next meeting, as agreed in advance, was convened for 11th April, 2013 after intimating and obtaining the consent of the 1st Petitioner and the other two inducted Directors, being the 2nd and 3rd Respondents herein. In the Board of Directors' meeting conducted on 1lth April 2013 the 2nd Respondent was appointed as the Managing Director of the Company. 53. It is humbly submitted that all the above meetings were conducted in quick succession as consented to, and accepted by, all the Directors including the 1st Petitioner and those appointed for the purpose of achieving the objective of bringing, on the Board of Directors the three daughters of Dr, Vijay Kumar Datla and for appointing the 2nd Respondent as the Managing Director of the company. 54. It is submitted that all the above facts were completely within the knowledge of the 1st Petitioner and the 1st Petitioner, on 15th April, 2013, formally addressed the entire Family of the 1M Respondent Company. 55. It is submitted that the news of the 2nd Respondent ....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... be convened, but the 1st Petitioner did not attend this meeting. 59. It is submitted that the 1st Petitioner, from the early part of July started demanding that she be appointed as the Executive Chairman and be entrusted with executive powers in the 1st Respondent Company. This demand was not acceded to by the family members and the shareholders of the 1st Respondent Company immediately for reasons purely attributable to the business of the 1st Respondent Company in as much as the 1st Petitioner was never involved in the business of the 1st Respondent Company. Furthermore, given the 1st Petitioner's age the shareholders, her daughters and well wishers also advised the 1st Petitioner to work towards her spiritual and eternal responsibilities by freely contributing her entire wealth and prosperity to the societal causes. All the family members also assured the 1st Petitioner that her existing position, status and monetary benefits will be protected and that she would continue with the same benefits and stature that was accorded to her during the lifetime of her husband. However, the 1st Petitioner was not satisfied with this position and as a result of the refusal of the shar....
X X X X Extracts X X X X
X X X X Extracts X X X X
....d, in the said letter dated 22nd August 2013. the 1st Petitioner, for the first time since the untimely demise of Dr. Vijay Kumar Datla. Pleaded ignorance about the will that was within the 1st Petitioners knowledge and sought to know the details of the transmission hitherto made. The 1st Petitioner was granted the rights of full participation in the said meeting held on 22nd August 2013 and wherever a dissent was made, the same was duly recorded in the minutes. 63. Having regard to the respect held by all the family members and in tact, the entire Biological R Family, the Directors of the Company viz., 2nd to 4th Respondents, who are also the daughters of the 1st Petitioner, discussed these issues with the 1st Petitioner personally and sought to impress upon the 1st Petitioner that it would not be in the best interests of the 1st Respondent Company to appoint her as Executive Chairman and as the 1st Petitioner appeared to have been convinced with the suggested course of action, nothing further was done. 64. The 1st Petitioner duly attended the said meeting convened on 25th September, 2013 where too the 1st Petitioner was granted the full right of participation. On the said d....
X X X X Extracts X X X X
X X X X Extracts X X X X
....e same time, alternatively, the 1st Petitioner also sought reliefs in the nature of a declaration that she is the owner of 1/2 shares of 1/4th shares in the shares of her late husband in the 1st Respondent Company. 69. It is submitted that in the said suit, the 2nd Respondent have filed their written statements raising several objections with respect to the validity of the will. It is submitted that the said suit is pending on the file of the 24th Additional Chief Judge Court, City Civil Courts at Hyderabad. 70. While so, after withdrawing Company Petition No.1 of 2013 and pending consideration of suit OS No. 184 of 2014 before the City Civil Court at Hyderabad, the 1st Petitioner, again in a complete abuse of process of the court and by suppressing relevant facts and concealing various materials, has filed the instant Company Petition. The present Company Petition is one such desperate attempt on the pan of the 1st Petitioner to pressurize the Respondents to appoint the 1st Petitioner as Executive Chairman and permit her to continue as Executive Director. This Petition is not maintainable and the 1st Petitioner has no cause to tile the present petition, 71. The 3rd and 4t....
X X X X Extracts X X X X
X X X X Extracts X X X X
....herein below for ease of reference: WHEREAS the Settlor is desirous of settling Rs. 500/- (Rupees Five Hundred only) for the benefit of her Grand Daughter Miss D. Mahima. " "6(xi)... To vote on any matter notwithstanding that the Trustee so voting may be interested but no trustee shall vote on any matter in which he or she may be interested. If the Trustees hereby constituted or any of them or any Trustee or Trustees appointed as provided in this Deed shall die or leave India for more than three consecutive years or desire to be discharged or refuse or become unfit or incapable to act, then and in very such case. It shall be lawful for the surviving or continuing Trustees or Trustee for the time being (and for this purpose every refusing or retiring Trustee shall if willing to act in the execution of this power be considered a continuing Trustee) or for the acting executors or executor administrators or administrator of the last surviving or continuing trustee to appoint a new Trustee or new Trustees in the place of the Trustee or Trustees so dying or leaving India or desiring to be discharged or refusing or becoming unfit or incapable to act as aforesaid. " "...PROVIDE....
X X X X Extracts X X X X
X X X X Extracts X X X X
....92. 75. A bare perusal of the Trust deed, especially the clauses set out above leave no manner of doubt that the petition on behalf of the Trusts is incompetent in as much as - (a) The term of the Trust came to an end in the year 2010 where after the Trusts stood extinguished; (b) Without prejudice to the foregoing, the Trust required there to be at least two Trustees to validly act for and on behalf of the Trust, and admittedly, in the present case, as per the 1st petitioner, she is the only Trustee. Therefore, on this short ground along the Petition is incompetent; (c) Without prejudice to the foregoing, in any event, a bare perusal of the petition also leaves no manner of doubt that there is a clear conflict of interest between 1st petitioner and 2nd respondent and, therefore, the 1st petitioner is incompetent to act as a Trustee under the General Law of Trusts and specifically under Clause 6(xi) of the Deed of Trust. 76. In view of the aforesaid, it is manifest that the present Petition filed by a single shareholder, namely the 1st petitioner, who admittedly neither holds 10% of the paid up capital, nor does she constitute more than 1/10th of the total number of ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....spectfully submitted that the present petition, apart from being mis-founded and mis-conceived, both in law and on fact and disclosing no cause of action whatsoever, is also barred by the principles contained in Order II Rule 2 of the Code of Civil Procedure, sub-rules (2) and (3) of which stipulates as under:- "..(2) Relinquishment of part of claim - Where a plaintiff omits to sue in respect of, or intentionally relinquishes, any portion of his claim, he shall nor afterwards sue in respect of the portion so omitted or relinquished." "(3) Omission to sue for one of several reliefs.- A person entitled to more than one relief in respect of the same cause of action may sue for all or any of such reliefs; hut if he omits, except with the leave of the Court, to sue for all such reliefs, he shall not afterwards sue far any relief so omitted." The 1st petitioner in the previous petition made grievances and impugned the Board meetings held on 9th 10th and 11th April, 2013 and challenged the appointment of Directors and composition of the Board. She made no grievance nor raised any issue in relation to transmission of shares which also took place at the meeting on 10th April, 2013.....
X X X X Extracts X X X X
X X X X Extracts X X X X
....respondents, of the P respondent company has earned a profit before tax of more than Rs. 331 crores. 81. It is submitted that the petition vaguely, also seeks to question the Scheme of Demerger proposed by the Pl respondent company and which scheme is pending before the Hon'ble High Court at Hyderabad. It is respectfully submitted that any and all questions concerning the scheme of arrangement are matters which fall within the exclusive jurisdiction and domain of the Hon'ble High Court and therefore, this Hon'ble Board does not have the jurisdiction to examine these issues. 82. The Petition is another malafide attempt into coercing the Respondents to make the 1st Petitioner Executive Chairman of Respondent No.1. The genesis of the trouble of this Petition and other false cases lies in the 2nd 3rd and 4th Respondents not being agreeable to appoint the 1st Petitioner as the Executive Chairman of the Company. The 1st petitioner was aggressively insisting that she be appointed as the Executive Chairman to which, however, the Respondents were not agreeable as, in their considered opinion this would be detrimental to the interests of the 1st respondent company and as th....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ourt at Hyderabad It is represented that it is a false case 8 Company Petition No.36/2014 filed on 1.8.2014 CLB Chcnnai This Hon'ble Court did not find any merit in her contention and rejected her interim prayer Dr. Renuka Datla has not filed any appeal before the High court at Hyderabad 9 False Police Complaint (before Maheswaram Police Station 13.9.2014) Against 6th and 7th Respondents It is represented that it is a false case 10 False police complaint filed before Shamshabad Police station September 2014 Police on verification didn't find any merit 11 False Police complaint filed before Kandukur Police Station September 2014 Police on verification didn't find any merit. 83. In support of the contention, the learned Counsel relied upon the following decisions:- (i) Manu/MH/0077/1993 - High, Court of Bombay - In the matter of M/s BSN (UK) Limited and others v. Janardan Mohandas Rajan Pillai and others - Para 14 - On the point of Member (ii) AIR 1938 Madras 982 - In the matter of Vedakannu Nadar and others v. Nanguneri Taluk Singikulam - on the ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ijay Kumar Datla and to also appoint her as Managing Director of the P1 respondent company and the respondents 2 to 4 be inducted as Additional directors to the Board of the 1st respondent company. Therefore, this respondent, with the consent of the 1st petitioner organized and conducted board meetings on 09.04.2013 to induct the 4th respondent as a Director to till up the casual vacancy caused by the demise of late Dr. Vijay Kumar Datla and later on, conducted meetings on 10th and 11th April, 2013 to induct respondents 2 and 3 as directors and make the 2nd respondent the Managing Director of the 1st respondent company as also to transmit shares in favour of the 2nd respondent belonging to the late Dr. Vijay Kumar Datla in terms of his will dated 14.2.2005 in favour of the 2nd respondent. All these meetings took place with the consent of the 1st petitioner and this respondent had personally notified the 1st petitioner of the conduct of the each of these meetings. Having therefore been fully appraised of and having consented to the conduct of the said Board Meetings on the 9 , 10th and 1lth of April, 2013 the 1st petitioner cannot now deny the factum of the conduct of the said meeti....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ijay Kumar Datla in view of his advancing age and with a vision to groom and establish the line or succession in the conduct of business, The V Petitioner was always officiating only as a Director and did not at any point of time participate in the actual conduct of business. 87. It is stated that Late Dr. Vijay Kumar Datla had executed his Will on 14th February 2005 in the presence of this Respondent and another senior officer of the Company Mr. N. Eswara Reddy. In fact, both attested the testament in the presence of Dr. Vijay Kumar Datla after he had executed it For various reasons stated in the Will dated 14-2-2005 it is clear that late Dr. Vijay Kumar Datla gave his entire shareholding in the 1st Respondent Company to the 2nd Respondent. In view of the aforesaid, late Chairman and Managing Director started vesting full control of the affairs of the business and management onto the 2nd Respondent. This is known to one and all in the family, the Company and in the entire business community and public. 88. Further, in accordance with the succession plan devised by the Late Dr. Vijay Kumar Datla, the Respondent No. 2 was progressively groomed to take over the management of th....
X X X X Extracts X X X X
X X X X Extracts X X X X
....Registrar of Companies intimating them of the Respondent's resignation. Therefore, once the said Resignation Letter has not been acted upon either by the 1st Respondent or the 1st Petitioner the same cannot now be conveniently brought up only to suit their convenience. The allegations of the 1st Petitioner that I ceased to be a director of the company on 06.04.2013 is also falsified by the letters written to me by the 1st Petitioner on 19th and 20th October, 2013 referring to me as an independent director of the company. This very conduct of the Petitioner disentitles the Petitioner from contending otherwise. It is submitted that. I continue to be director of the company and all the meetings on 9th 10th and 11th April, 2013 and thereafter were held in accordance with the established practices as the Respondent Company and with the prior knowledge and consent of the Petitioner. 91. The 1st Petitioner continued to address this respondent as a Director of the company and recognized his position while attending Board meetings conducted in the months of August and September and thereafter. It is to submit that having chosen to voluntarily desist from attending the Board Meeting o....
X X X X Extracts X X X X
X X X X Extracts X X X X
....aving seen the company grow exponentially under the leadership of late Dr. Vijay Kumar Dalla, I requested the 1st Petitioner to refrain from raising frivolous and vexatious issues at the Board meetings and instead, requested her to support the company and her children to carry forward the legacy of late Dr. Vijay Kumar Dai la. In the said letter, I also adverted to the fact that the lst Petitioner knew about the Will that was executed by late Dr. Vijay Kumar Datla and of the transmission shares in favour of the 2nd Respondent. I also stated that the Will was executed in accordance with the wishes of the Petitioner. In fact, I staled that it was the 1st Petitioner who insisted that 1 continue as a director of the company. I also stated that she was betraying the trust of her children and of her late husband and that she should refrain from behaving in a manner which would bring disrepute to the family. In view of the reasons it is stated in the counter that the petition may be dismissed. 94. Heard the 1st petitioner in person, the learned Counsel appeared for the petitioners and the learned Senior Counsel appeared for the respective parties. perused the pleadings, documents and c....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... before the Hon'ble High Court, this Bench may please he adjourn the C.P.No. 36/2014 from hearing on 02.05.2016 to any other date. 3. The Bench constrained to put forth the following sequence of events from the records regarding the posting and completion of pleadings and posting the C.P.No.36/2014 for hearing in view of the Memo filed by the petitioner seeking adjournment for one or the other reason :- (a) The Bench vide its order dated 16. 11.2015 directed (he parties to complete the pleadings within a period of three weeks and the matter is posted for hearing on 16.12.2015 at 10.30 AM. (b) On 16.12.2015. the Bench directed to fist the matter for hearing/arguments on 18.01.2016 at 2:30 PM. (c) On 18.01.2016. the Bench again directed to list the matter for hearing/arguments on 16.02.2016 at 2.30 PM along with all pending applications. The reason for adjournment is that the Advocate for the Petitioner had staled that his client (the petitioner) was seriously ill and therefore, the rejoinder could not be filed. For the aforesaid reason the matter has been adjourned to 16.02,2016 and directed the petitioner to file rejoinder within a period of three ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....was called for hearing, neither the petitioner nor the Counsel present in the Court. Shri P.S Raman, learned Sr. Counsel appeared for the respondents submitted that the CLB is governed by the Regulations called as Company Law Board Regulations, 1991 As per Sub-Rule (1) of the Regulation 26 of the CLB Regulations, 1991, the CLB need to follow the procedure as stipulated hereunder: "where on the date fixed for hearing, of the petition or any application or any other date in which such hearing may be adjourned, the petitioner or the applicant as the case may be does not appear when the petition or the application is called for hearing, the Bench may in its discretion, either dismiss the petition or the application for default or hear and decide the same ex-parte ", 7. Learned Senior Counsel for the respondents submitted that neither the petitioner nor the Counsel present and the CP need to be dismissed for default. He however submitted that they are ready to commence their arguments on the merits of the case and commenced his arguments on maintainability of the petition and on other factual aspects. 8. During the course of arguments of Shri P.S. Raman, the petitioner en....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... (b) if the parties are, or any of them is absent, proceed under Rule 2 " The learned Counsel submitted that the petitioner has not shown sufjicient cause for grant adjournment. He submitted that several opportunities have been given to the petitioner to commence their arguments, however the petitioner for the reason best known to her failed to commence their arguments and try to seek adjournment only to protract the litigation and harass the respondents. He concluded his arguments in the matter and requested the Bench to pass the orders. 11. Shri Arun Katpalia, learned Senior Counsel appeared for the Respondents 3 and 4 commenced and concluded his arguments on various points and requested the Bench to reserve the matter for orders. 12. This Bench had given sufficient time to the petitioner, to commence then-arguments and the Bench on several occasions adjourned the matter only at the request of the petitioner and impliedly the Bench accommodated the petitioner to suit her own convenience to commence their arguments, despite strong objections from the respondents not to adjourn and grant time to the petitioner, Even this Bench imposed a cost of Rs, 5,000/-for nonfilin....
X X X X Extracts X X X X
X X X X Extracts X X X X
....o afford opportunity to the petitioner and the respondents to file their written submissions within a period of 10 days from today by exchanging the copies. Failing to file the written submissions by 16.05.2016, the Bench will deem that no written submissions are filed. (KANTHlNARAHAR1)" 97. As stated in the Order dated 03.05.2016 at Para 127 I am bound by the directions of the Hon'ble Supreme Court in disposing of the instant company petition. The Hon'ble Supreme Court vide its judgment dated 06.10,2015 in Para 52 held as under: - "52. In the wake up of the above, we feel persuaded to Interfere with the impugned decision of the High Court, without observing any final opinion on the merit of the contrasting assertions. In our comprehension, having regard to the relief provided by the CLB by its order dated 06.08.2014 to the parties, it ought to be left to decide (he petition on merits after affording them a reasonable opportunity of furnishing their pleadings. As in the course of hearing, some grievance was expressed on behalf of respondent No. 1 that her status as the Executive Director of the company, stands undermined due to uncalled for surveillance imposed at ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....wed subject to the objections of the respondents. The petitioner have filed an amended company petition on 05.04.2016 and the Bench deciding the matter taking into consideration the averments made in the amended petition including the main reliefs. It is reiterated that after hearing the parties, the Bench inclined to dispose of the main petition itself and the question of taking up the interim reliefs at this stage does not arise, in view of the reasons the interim reliefs as sought in the amended petition cannot be considered. However, the Bench is considering the amended petition filed on 05.04.2016 by the petitioner. 98. By my order dated 03.05.2016, an opportunity was given to the Petitioner and the Respondents to file their written submissions within a period of 10 days from 03.05.2016 and directed the parties to exchange the copies. It also made clear that failing to file the written submissions by 16.05.2016, the Bench will deem that no written submissions are tiled. In pursuance of the above directions the respondents have filed their written submissions in the registry on 13.05.2016. However, the petitioners have not filed any written submissions in the Registry and th....
X X X X Extracts X X X X
X X X X Extracts X X X X
....are that the petitioner (plaintiff) is the absolute owner of the shares shown in Schedule A by virtue of Will Deed of (Late) Dr. Vijay Kumar Datla and consequently sought direction to the defenders 4 to 13 therein to transmit the same by recording the name of plaintiff thereat and deliver possession of share certificates to the plaintiff (petitioner) by way of mandatory injunction. Further the petitioner sought declaration that she being a spouse is owner of half of the shares held in the name of (Late) Dr. Vijay Kumar Datla in defendant No.4 to 13 and further sought declaration that the petitioner is owner of 1/4th of the remaining shares standing in the name of the late husband of the petitioner. Along with the plaint Schedule A which is enclosed, wherein the 400961 shares also mentioned in the said Schedule. It is an admitted fact that the petitioner had filed the above suit before the Hon'ble City Civil Court on 28.02.2014 i.e. prior to filing of the present petition. The Hon'ble Supreme Court vide its judgment dated 06.10.2015 also directed the Hon'ble Civil Court to dispose of the said suit. Thus it is apparent that for the same reliefs as sought in the petition a....
X X X X Extracts X X X X
X X X X Extracts X X X X
..../2015 in respect of Purnima and Indira Trust (2nd petitioner herein) and LA.749/2015 in O.S.No.598/2015 in respect of Mahima Trust (3rd petitioner herein) from acting as Trustee for the aforesaid two Trusts. In both the cases, the Hon'ble Civil Court directed as follows:- "therefore the petitioner is granted ad-interim exparte injunction restraining the Respondent No. 1 from acting as trustee of 2nd respondent trust". It is to state that the Respondent No.1 therein is the petitioner No. l before this Bench. The above order has been challenged by the 1st petitioner before the Hon'ble High Court of Hyderabad by filing Civil Revision Petitions and the same have been dismissed and the interim injunction is operating against the petitioner from acting as Trustee. Therefore, the 1st petitioner cannot act as a trustee of the petitioner No. 2 and 3 and even otherwise there is no authorization by the said trusts to acts on its behalf. Therefore, the petitioner has no locus standi to file the petition on behalf of the 2nd and 3rd petitioners. Further, the beneficiaries of the trusts are the 2nd to 3rd respondents herein and they have addressed a letters dated 04.12.2013 directi....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... 1 alone can maintain a petition before this Bench. (c) Admittedly as per the documents filed by the petitioner the Company has 13 shareholders as on 30.09.2011 even without taking into the additional members of the Rl Company. From the documents it is evident that the Rl Company is having 14 shareholders as on the date of filing of the petition. Accordingly, the first criteria i.e. 1/10 of the shareholders to maintain a petition is not fill filled. Even the petitioner as per her own averments as made in the details of shareholding she is holding 32.808 shares constituting 6.63% of the paid up share capital of the company and hence the 2nd requirement i.e. 10% of the paid up capital is also not fulfilled. Accordingly, the petitioner failed to fulfill the required qualification as contemplated under Section 399 of the companies Act, 1956, to file a petition under Sections 397/398, the petition is not maintainable and liable to be dismissed. Hence, the CP is dismissed as not maintainable and accordingly the issue is answered against the petitioner. Even the petition is not maintainable I am inclined to address and deal with the other issues to give a quietus to the lingering litig....
X X X X Extracts X X X X
X X X X Extracts X X X X
....g his resignation letter dated 06.04.2013. The P1 received the said letter on 09.04.201 3 at 8.30 AM and initialized by her on that letter. P1 did not dispute the withdrawal of the resignation and acknowledging the said letter, Further the R5 also addressed the same letter to the Board of Rl Company and one Mr. Chaitanya, appeared to be Company Secretary received the said letter on 09.04.2013 at 8.45 AM and initialized the receipt of said letter. Thus the R5 continued to be a director of the Rl Company. The contention of the petitioner that the R5 after his resignation cannot continue as a director is far from the facts. The P1 did not accept the resignation and being the only senior member of the board did not take any steps even filing of Form 32 showing cessation of R5 as director with the concerned authorities. It appears that the P1 asked the R5 to continue as director of Rl Company. Further the PI has not taken any steps to call for the EOGM for appointment of directors to fulfill the requirement as per the Articles and Law. (b) The Board Meeting dated 09.04.2013 The board meeting of the Rl Company was convened on 09.04.2013 to fill the casual vacancy caused due to the ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....th March 2015 i.e. date of death of Dr. Vijay Kumar Datla. As per the provisions of Section 109 of the Companies Act, 1956 the shares need to be transmitted to Ms. Mahima Datla as per the documents submitted to the Company. The Hoard after having satisfied the authenticity of the WILL, decided to take on record for implementing the transmission of shares in favour of Ms. Mahima Datla and unanimously passed the following resolutions:- "RESOLVED THAT the approval of the Hoard of directors be and is hereby accorded for transmission of shares of the Company to Ms. Mahima Datla" The details of the shares have been given in the minutes. According to the decision taken in the board meeting, the R1 Company transmitted 4,00,961 shares standing in the of (Late) Dr. Vijay Kumar Datla in favour of the R2. The board also took a decision to give effect the aforesaid share transmission on the share certificates. The petitioner vehemently contended that the husband of the petitioner (Late) Dr, Vijay Kumar Datla bequeathed all his properties including the shares in her favour. Admittedly, the petitioner filed a suit before the Hon'ble Civil Court being O.S. No. 184/3004 seeking a de....
X X X X Extracts X X X X
X X X X Extracts X X X X
....s as Managing Director. The said Articles 145 of reproduced below:- "145. Subject to the provisions of the Act and of these Articles, the Board shall have power to appoint from time to time any of its member as Managing director or Managing Directors of the Company for a fixed term not exceeding five year at a time and upon such terms and conditions as the Board thinks fit, subject to the restrictions contained in these Articles the Board may be resolution vest in such Managing Director or Managing Directors such of the powers hereby vested in the Board generally as it thinks fit, and such powers may be made exercisable for such period, or periods and upon such conditions and subject to such restrictions as it may determine. The remuneration of a Managing Director may be by way of monthly payment, fee for each meeting or participation in profits, or by any or all these modes or any other modes not expressly prohibited by the Act". In due compliance of the above clause of the articles, the Rl Company appointed the Managing Director i.e. the R2. 1 hold that the board meeting held on 11.04.2013 is also legal and valid. The petitioner is aware of all the meetings and made no grie....
X X X X Extracts X X X X
X X X X Extracts X X X X
....Vijay was instrumental in cultivating BE, we must continue to evolve and grow, in order to prosper further. Today I feel proud to share with you the news of the appointment of my three daughters Purnima, Indira and Mahima to the board of BE. As you are aware, Mahima has been working alongside you and my husband for over 15 years now and shares his passion for this institution. I am Happy to introduce her in her new capacity as the Managing Director of BE. I seek your blessings and guidance for Mahima as she fakes on this new responsibility. Together, let us uphold this legacy and continue to make a difference. Wishing the BE team much much success!!! For BIOLOGICAL E. LIMITED, Sd/- DR, RENVKA DATLA EXECUTIVE DIRECTOR " It is not out of place to mention that the petitioner earlier filed C.P. No. 1/2013 before this Bench under Section 409 of the Companies Act, 1956 arraying the company and three daughters and the 5th respondent herein also arrayed as 5th Respondent therein. The petitioner also made similar averments in the said CP including the board meetings held on 9th, 10th and 11th April, 2013 and Resignation of R5. The respondents also contended therein that....
X X X X Extracts X X X X
X X X X Extracts X X X X
....request made by the directors, a meeting of the board was called on 24.05.2013 which was attended by four directors and the leave of absence was granted to the petitioner. In the said meeting 4594 shares have been devolved and the petitioner got 1,148 shares. It is evident from the above letter dated 24.05.2013 that the petitioner has the knowledge of all the prior board meetings and it could be concluded that the said meetings are within the knowledge of the Petitioner and with her consent. Further the respondents have sent a notice dated 14.08.2013 to the petitioner informing her, the conduct of the board meeting to be held on 22.08.2013. One of the agenda item is to revise the remuneration payable to P1. The petitioner attended the board meeting on 22.08.2013 and in the said meeting the previous minutes of the board held on 26.06.2013 were confirmed. The remuneration of the petitioner was revised in this meeting. In view of the participation in the board by the petitioner, I do not see any merit in the submissions made by the petitioner in this regard. Hence the board meeting held on 11.04.2013 is legal and valid. Hence the issue is answered against the petitioner. Issue No. ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....r in C.P. No. l/2013 prayed this Bench to stay the 60th AGM scheduled to be held on 18.12.2013. This Bench after hearing the respective counsel did not stay the 60th AGM, however directed that the resolutions passed in the said 60th AGM will be subject to outcome of the CP vide its order dated 17.12.2013. The AGM was held on 18.12.2013 as per the notice. The respondents have filed the minutes of the 60th AGM before this Bench. From the perusal of the resolutions passed in the said 60th AGM, it is seen that the shareholders have passed the resolutions i.e. declaration of dividend on the equity shares, the appointment of director viz. the 5th Respondent, who was retiring by rotation pursuant to Section 256 was re-appointed as Director and re-appointment of auditors and the R2. R3, R4 were elected as directors pursuant to Section 257 of the Act by the shareholders of the Company and the R2 appointed as Managing Director and the R4 appointed as whole lime director and even the resolutions were passed for fixation of the remuneration of the directors. It is relevant to mention that the petitioner proposed the re-appointment of auditor viz. M/s Brahmayya and Co., The Directors appointed ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....it is an admitted fact that the company is in regular in conducting the AGMs and the same is in due compliance of Law. Accordingly the issue is answered against the petitioner. Issue No. (v) The present petition is filed before this Bench alleging certain acts according to which is oppressive to the petitioner and sought various reliefs as detailed above. The petitioner consequent to the averments made in the petition sought the reliefs as prayed in Para S of the petition. After culmination of the averments and the reliefs, I have framed the issues and addressed the same in detail. The other reliefs which are sought in my opinion whether constitute any act of oppression to the petitioner. I am of the view that the reliefs are consequential to the main reliefs. Section 397 which deals with the oppression and any member who complain that the affairs of the company are being conducted in a manner prejudicial to public interest are or in a manner oppressive to any member or members. The intention of the legislature is that majority shareholders, who oppress the minority shareholders and conducted the affairs in a manner prejudicial to public interest, may invoke the jurisdiction ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ed a profit before tax of Rs. 384.32 crores. The petitioner has miserably failed to place on record any iota of evidence regarding mismanagement the affairs, which is detrimental to the interests of shareholders. The averments and contentions in the entire petition are regarding bequeathing a purported Will executed by (Late) Vijay Kumar Datla in favour of the petitioner, challenge to the board meetings held on 9th\10th and 1 llh April, 2013, alleging that the Will dated 14.02.2005 is a fabricated document, alleging that the respondents look illegal control by changing the board composition, the aftermath resignation of R5, demerger of the company and challenge to the 601h AGM dated 18.12.2013. Though the petitioner has made the averments in the pleadings, she has not produced any documentary evidence to prove that the same is burdensome, harsh and oppressive. The petitioner also raised the similar averments and allegations in her earlier petition in C.P. No. l/2013 and the petitioner herself withdrew the CP and tiled the present petition with the same averments and allegations and with similar reliefs. The averments which are made in the petition have been addressed by me in prece....
X X X X Extracts X X X X
X X X X Extracts X X X X
....petitioner would like to inspect the share registers and requested the Company to provide with the copies of the register of members of the company and other papers. In reply, the company had stated that the petitioner is free to inspect the books and records of the company and also slated that she may visit the registered office of the company during business hours to inspect the documents that are statutorily required to be provided for inspection as per the provisions of the Companies Act. Further, the petitioner vide her letter dated 08.10.2013 requested for inspection of books of accounts and supply of certified copies. The Company had again stated that she may visit the registered office of the company during business hours to inspect the documents that are statutorily required to be provided for inspection as per the provisions of the Companies Act. The company had addressed this letter duly replying to all the letters addressed by the petitioner. 1 am of the view that the company and its management is fair enough to provide all the documents as per law and ready to allow the petitioner No. 1 to take inspection of the books and records of the company during business hours of....
X X X X Extracts X X X X
X X X X Extracts X X X X
....t for imparting justice between the parties. One who comes to the court, must come with clean-hands. We are constrained to say that more often than not, process of the court is being abused. Property-grabbers, tax-evaders, bank-loan-dodgers and other unscrupulous persons from all walks of life find the court-process a convenient lever to retain the illegal-gains indefinitely. We have no hesitation to say that a person, who's case is based on falsehood, has no right to approach the court. He can be summarily thrown out at any stage of the litigation. Further the Hon'ble Supreme Court held that - non-production and non-mentioning of the release deed at the trial tantamounts to playing fraud on the court" The judgment of the Hon'ble Supreme Court is squarely applicable to the facts of the present case. Even the petition needs to be dismissed on this ground itself for the reason that the petitioner has come to this Bench with unclean hands by suppressing the vital information. Accordingly, the issue is answered against the petitioner. Issue No. (vi) (a) A beneficial reference is drawn from the judgment of the Hon'ble Supreme Court in the matter of Shanti Pra....
X X X X Extracts X X X X
X X X X Extracts X X X X
....dy hold that the petition is not maintainable and hence liable to be dismissed. (e) Though the R1 Company is an unlisted public company, the individual shareholders are all family members. The petitioner is the mother of the contesting respondents 2 to 4. The main dispute is between the mother and the daughters. When the petition has been filed this Bench directed the parties to settle the disputes between themselves amicably with a view to give a quietus to the litigation. However, the parlies failed to arrive at an amicable settlement. It is my endeavor whenever the family disputes come before me, 1 advise the panics for an amicably settlement. There are many instances that the Counsel for both the parties request me call the parties for exploring the possibility of settlement. In many cased 1 the parties and spent several hours in settling the disputes between them. My efforts in most of the cases have been fruitful and I am quite happy in settling the disputes between the family members, friends etc, amicably. All the efforts are to cut short the time and cost of the litigation and quietus to unending/prolonging disputes. The main disputes arose in the family companies due t....