2013 (12) TMI 1647

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....right to apply under section 397 and 398 arises only if the members applying constitute not less than one hundred members of the company or not less than one-tenth of the total number of members or members holding not less than one-tenth of the issued share capital of the company. In the instant case, the respondents/petitioners (hereafter referred to as the "Petitioners") claiming to be members and shareholders are neither members nor shareholders of the RI Company. The applicants humbly submit that the first applicant after entering into an agreement on 30.07.2006 with the petitioners for the transfer of all the shares of the petitioners to the first applicant and his relatives and were allotted 2,50,000 shares each in the year 2008 which is evidenced from the annual return filed by the petitioners for the year ended 2007-2008. The applicants further submit that on 04.02.2008 the petitioners duly executed share transfer deeds in favour of the second, third and fourth applicants herein. The details of which are hereunder. S.No. Transferor Transferee No. of Shares 1. Mrs Lingamaneni Prasanthi Asra Haq Rs.1,00,000/- (One Lakh) 2. Mrs Lingamaneni Prasant....

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.... Mr Tripuraneni Rajendra Rs.50,00,000/- (Fifty Lakhs) 2. 31.01.2007 Mr Tripuraneni Rajendra Rs.50,00,000/-(Fifty Lakhs) 3. 25.02.2007 Mr Tripuraneni Rajendra Rs.25,00,000/- (Twenty Five Lakhs) 4. 30.05.2007 Mr Tripuraneni Rajendra Rs.10,00,000/-(Ten Lakhs) 5. 08.09.2007 Mr Tripuraneni Rajendra Rs.14,00,000/- (Fourteen Lakhs) 6. 13.10.2007 Mr Tripuraneni Rajendra Rs.12,00,000/- (Twelve Lakhs) 7. 06.11.2007 Mr Tripuraneni Rajendra Rs.8,00,000/- (Eight Lakhs) 8. 30.12.2007 Mr Tripuraneni Rajendra Rs.16,00,000/- (Sixteen Lakhs)     Total Rs.1,85,00,000/- (One Crore and Eighty Five Lakhs Only)   4. The applicants submit that the second applicant had on various dates given cheques to the petitioners towards consideration for the shares transferred, details of which are given below. S.N0. Date To Amount (Rs.) 1. 04.01.2008 Mrs Lingamaneni Prasanthi Rs.20.OO,OOO (Twenty Lakhs) 2.  04.01.2008 Mrs Lingamaneni Prasanthi Rs.20.OO,OOO (Twenty Lakhs) 3. 16.02.2008 Mrs Tripuraneni Rebecca Heather Rs.20,00,000/- (Twenty Lakhs)....

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....ra Rs. 40,00,000/- (Forty Lakhs) 4. 1 1.03.2008 Mr Tripuraneni Rajendra 40,00,000/- (Forty Lakhs) 5. 11.03.2008 Mr Tripuraneni Rajendra 30,00,000/- (Thirty Five Lakhs)     Total Rs.1,75,00,000 (One Crore and Seventy Five Lakhs Only)   8. It is further submitted that the applicants in total have paid Rs. 12,65,96,000/- (Twelve Crores Sixty Five Lakhs Ninety Six Thousand Only) to the petitioners as consideration towards the transfer of 16,43,360 (Sixteen Lakhs Forty three Thousand Three Hundred and Sixty) equity shares. It is submitted that out of the total consideration for the shares, the first petitioner had received Rs. 6,70,86,000/- (Six Crores Seventy Lakhs Eighty Six Thousand Only), the second petitioner had received  (One Crore Ninety Five Lakhs and Ten Thousand Only) and the third petitioner had received Rs. 4,00,00,000/- (Four Crores Only). Apart from the payments made to the petitioners towards consideration for transfer of shares, the applicants have also made certain payments to the relatives of the first petitioner/second respondent on his instructions aggregating Rs. 3,97,78,667/- (Three Crores Ninety Sev....

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....essive to the interest of any members. Since the petitioners being not members of the RI Company are not eligible to maintain the present company petition as such. 10. The respondents 2 to 4 herein have filed counter to the application. Shri Ramana learned counsel appeared for the respondents/petitioners submitted that the present company petition is filed under section 397 and 398 r/w section I I IA and other provisions for both oppression and rectification of Register of Members. One of the oppressive act complained in the company petition is illegal transfer of shares. The applicants who have illegally transferred the shares cannot say that the petitioners do not possess any shares on this day. The petitioners are holding more than 58% of the total share capital prior to illegal transfer and an illegal allotment was made. It is submitted that the petitioners have entered into an agreement with Mr Mohammed Noorul Haq to sell 9,40,960 equity shares of Rs. 10/- each for a consideration Rs. 16,50,00,000/(Rupees Sixteen Crores Fifty Lakhs only) and further it was agreed that the petitioners will induct the RI and his nominees as directors of the company. On the date of Agreement, ....

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....icants have produced some fabricated transfer deeds showing as if the respondents have transferred the total 16,43,360 shares. The transfer deeds were shown as executed on 04.02.2008. The respondents submit that on the said date the respondents were holding only 9,40,960 shares and the balance 7,02,400 shares were allotted to the respondents on 22.10.2007 & 06.03.2008, it is very surprising how the petitioners have transferred the shares on 04.02.2008 which were allotted to them on 06.03.2008. This clearly demonstrates that the applicants have fabricated the documents to support their illegal application. The applications should be tried for the perjury for filing fraudulent documents before the Hon'ble Company Law Board. The respondents further confirm that they have received only following amounts from the applicants. Shri T. Rajendra - Rs. 4,55,86,000/- Smt T. Rebecca Heather - Rs. 1,35,10,000/- Smt L. Prashanthi - Rs. 4,00,00,000/- 12. It is submitted that the construction and other permissions are raised with the funds of the company and not by the applicants. The cash receipts filed by the applicants are fabricated and forged documents. In view o....

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....rred by execution of share transfer deed as required under section 108 of the Companies Act. As per the particulars given in the petition at para 2 it is stated that the first petitioner is the managing director and second petitioner is the whole time director and the third petitioner is the director of the company. The stand of the applicants herein is that the first applicant had entered into an agreement on 30.07.2006 with the petitioners for transfer of all the shares of the petitioners to the first applicant and his relatives. Further it is stated that on 04.02.2008 the petitioners duly executed share transfer deeds in favour of second, third and fourth applicants. The total transfer of shares as per the statement is 16,43,360 equity shares i.e the entire shareholding of the petitioners. The applicants have given the details of various payments made to the petitioners. Even as per the agreement dated 30.07.2006 the applicants have agreed to discharge the total sale consideration as stated in clause 5 of the agreement. Even as per the agreement the applicants have to discharge Rs. 16.50 crores. The applicants have filed the photo copies of the share transfer deeds dated 04.02.2....