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TMI Blog2013 (12) TMI 1647X X X X Extracts X X X X X X X X Extracts X X X X ..... 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) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Rs.35,00,000/- (Thirty Five Lakhs) 7. 08.02.2008 Mrs Tripuraneni Rebecca Heather ₹ 10,000 (Ten Thousand) 8. 30.07.2006 Mr Tripuraneni Rajendra ₹ 60,00,000/-(Sixty Lakhs) 9. 10.06.2006 Mr Tripuraneni Rajendra ₹ 15,00,000/- (Fifteen Lakhs) 10. 17.03.2007 Mr Tripuraneni Rajendra ₹ 15,00,000/- (Fifteen Lakhs) 11. 16.02.2008 Mr Tripuraneni Rajendra Rs.86,000 (Eighty Six Thousand) Total Rs.2,80,96,000/- (Two Crore Eighty Lakhs Ninety Six Thousand Only) 3. The applicants submit that, as stated above, the first applicant apart from making cheque payments to the first petitioner had also paid him through cash on various dates. The details of payments made by way of cash are given below. S.N0. Date ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Total ₹ 1,75,00,000/- (One Crore and Seventy Five Lakhs Only) 5. The applicants submit that the third 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. 17.03.2007 Mrs Tripuraneni Rebecca Heather Rs.50,00,000/- (Fifty Lakhs) 2. 17.03.2007 Mr Tripuraneni Rajendra Rs.50,00,000/- (Fifty Lakhs) 3. 04.01.2008 Mrs Lingamaneni Prasanthi Rs.20,00,000 (Twenty Lakhs) 4. 04.01.2008 Mrs Lingamaneni Prasanthi Rs.20,00,000 (Twenty Lakhs) 5. 07.02.2008 Mrs Lingamaneni Prasanthi ₹ 1,00,00,000/-(One Crore) 6. 16.02.2008 Mrs Tripur ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 ₹ 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 ₹ 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 ₹ 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 ₹ 3,97,78,667/- (Three Crores Ninety Seven Lakhs Seventy Eight Thousand Six Hundred and Sixty Seven Only). It is further submitted that accordi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 ₹ 10/- each for a consideration ₹ 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, the petitioners were holding 100% equity share capital of the company ( ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 ₹ 4,55,86,000/- Smt T. Rebecca Heather - ₹ 1,35,10,000/- Smt L. Prashanthi - ₹ 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 of the facts and circumstances the petitioners prayed this Bench t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 ₹ 16.50 crores. The applicants have filed the photo copies of the share transfer deeds dated 04.02.2008. As per the share transfer deed the first pet ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Bench is of the opinion the petitioners are no more shareholders of the company and cannot maintain the petition u/s.399 of the Act for invoking the jurisdiction of this Bench u/s.397 or 398 or even 111 A of the Companies Act, 1956. The provisions of section111 A of the Act, in strictly cannot be made applicable to the petitioners case, in view of the reason that the petitioner: are no more shareholders of the company. Therefore rectification of register of members does not arise. Accordingly CA/ 165/2011 is allowed. It is state that the learned counsel for the respondents herein filed an application being CA/ 1/2013 in the above petition to receive the additional documents. After hearing the counsel I am of the view that the documents which was filed by the petitioners will not help in any way to substantiate their case. Accordingly CA/ 1/2013 in CP/34/2011 is dismissed. The learned counsel for the respondents herein filed another application being CA/2/2013 to receive additional documents after reserving the matter. After examining the documents I am of the view that the said documents do not support the case of the petitioners. Accordingly CA/2/2013 in CP/34/2011 is dismissed ..... X X X X Extracts X X X X X X X X Extracts X X X X
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