TaxTMI 
TaxTMI 
TaxTMI 
2017 (8) TMI 200
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....oppressive to the petitioner and constitute acts of mismanagement in the affairs of the said Company; (iii) Reconstitute the Board of Directors of the 1st Respondent Company. (iv) Declare that the 2nd to 3rd Respondents are unfit to act as Directors of the said Company by reason of their conduct, which disables them from acting as a director of the company and are unfit to continue as directors in the best interest of the company and remove them from the office of director. (v) Consequently permanently restrain the 2nd and 3rd respondents from in any manner interfering in the affairs of the 1st Respondent Company; (vi) Injunct the 2nd to 5th Respondents, their men, agents, servant, other group companies and any other person from in any manner dealing with the assets/customers of the 1st Respondent Company; (vii) Direct the 2nd respondent, to hand over all the records, documents, assets and other papers pertaining to the 1st Respondent Company which are in their possession; (viii) Prosecute 2nd, 3rd and 5th respondents for the mismanagement and fraudulent acts under section 203 of the Companies Act, 1956. (ix) To declare the fraudulent transactions entered between 1st ....
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.... 6. On 12.11.2013, the Petitioner, via an email to the management of the said Company expressed his concern with regard to unethical and invalid statements made against him and also protested against the Financial Statement for the year ending 31.03.2013 as Related Party Transactions made by 1st Respondent Company with "M/s. Welcome Surgicals" Chennai, in which respondent No. 2 is a Manager, has not been disclosed in the financial statement as per the requirement of Schedule VI of Companies Act. 7. On 12.11.2013, the Petitioner was given a notice for the 1st AGM of the said Company to be held on 30.11.2013 which was attended by him. The Petitioner during the meeting, made a request for its adjournment as the statutory Auditor (M/s Sanjay Kadel & Co.) of the said Company was not present. However, his request was not accepted by the Respondent Nos. 2 & 3. 8. The Petitioner also visited the registered office of 1st Respondent Company on 7th November, 2014 to remind the Respondent Nos. 2 & 3 to convene the 2nd AGM of 1st Respondent Company which was due. According to the Petitioner, he was shocked to know that 1st Respondent Company was not available at the Registered Office in the ....
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....s fraudulently sold the website to Venante Meditech Pvt. Ltd. (For brevity, 'R4 Company') on or before 31/3/2014 without passing any special resolution. The said transaction squarely falls within the scope of Related Parties Transaction (RPT) as R2 and R3 became shareholders on 31.12.2013 in R4 Company and hold 35% and 15% respectively in the paid up share capital of R4 Company. Further, they are also Executive Directors of R4 Company since 1.3.2014. The respondent No. 5 is also an executive director of R4 Company and hold 30% paid up share capital of R4 Company and also holds 30.77% of paid up share capital of 1st Respondent Company. Therefore as per the Petitioner, the entire actions of R2, R3 and R5 would show their intentions of fraud and to cheat the petitioner in connivance with R4 Company which are acts of oppression and mismanagement. 12. On the other hand after causing the appearance, the Respondent Nos. 1 to 5 have filed a detailed counter statement stating that the entire petition has no substance whatsoever and vindictive in nature which is a classic case of abusing the process of law and same is nothing but misadventure. The Respondent Nos. 1 to 5 were set ex-....
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.... 30/11/2013 and wanted to stall the conducting of the 1st AGM for the said extremely frivolous reason and with an intention of oppressing the other shareholders and harming the interest of the 1st Respondent company. With regard to the shifting of registered office of the company, the Respondents have submitted that the office was occupied on the basis of lease and license agreement which was expired in October 2014. In order to curtail the costs, the Respondents were trying to relocate the registered office at cheaper place and the same was intimated to the Registrar of companies, Chennai by their letter dated 3rd March, 2015. Therefore, there was no truth in saying that the MCA portal was rectified after the default was pointed out by the petitioner. With regard to the request of petitioner in respect of convening the 2nd AGM, the respondents have submitted that the same has been made only to suppress the factual position before this Tribunal knowing fully well the precarious financial condition of the Company. The Respondent Company was in a process of assessing the viability of holding the 2nd AGM and in the meantime, the petitioner had raked up the matter with different author....
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....ale. Moreover, R4 Company was incorporated on 17th April, 2012 i.e. much before the incorporation of 1st Respondent Company and it is a separate legal entity and the claim of the Petitioner is baseless and without any logic. The Respondents also stated that the said transaction of sale is valid, subsisting and is a prudent business transaction between two separate legal entities which was carried out in a transparent manner. The contention of the petitioner about the said transaction is deceptive and nothing but false. 16. The petitioner has filed a rejoinder wherein he has reiterated the submissions made in the petition and also made several new prayers in addition to the prayers already made in the main petition. At this juncture, it is not appropriate to consider the new prayers made by the Petitioner in the Rejoinder as the Petitioner cannot enlarge the scope of the main petition without filing an application for amendment. 17. Having considered the contents of the Petition and also the averments of the counter statement filed by the Respondents, the main issue that arose is as follows :- "Q. Whether the alleged acts of Respondents constitute oppression and mismanagement as....