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TMI Blog2021 (9) TMI 684X X X X Extracts X X X X X X X X Extracts X X X X ..... in favour of the respondents, thus it shows that the petitioners are still holding entire 100% shares of company. It is clear that there are instances of oppression and mismanagement in the company as although the petitioners have resigned from the directorship of the company by means of Form DIR-12 but reducing their shareholding from 100% to 0% is an oppressive act on behalf of the respondents - the respondents acts are held to be oppressive to the petitioner, and there has been mismanagement in the respondent company, hence the petition deserves to be allowed. Petition allowed. - C.P. No. 13/ALD of 2018 - - - Dated:- 13-8-2021 - Rajesh Dayal Khare, J. (Member (J)) For the Appellant : Rohan Gupta and Akshay Mohly, Advocates ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... g the only directors and shareholders of the Company have been duly filing the Annual Returns and other required financial statements on behalf of the Respondent Company. 5. It is further submitted that the Petitioner filed copy of Form 20B for the filing of Annual Return for the financial year 2013-14 which was submitted before the Registrar of Companies on 30.06.2014. Further stated that they have also duly filed Form 23AC for filing the Balance sheet and the other financial documents with the Registrar of Companies. 6. Further submitted that as the Petitioners were desirous of selling their stake in the Company, has entered into certain negotiations with Respondent No. 2 and 3 and in August 2014 and they enter into an unwritten agr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ut also as shareholders and further removed the name of the petitioners. 8. It is further submitted that the transfer of shares are done illegally and fraudulently as there is no certificate showing the transfer of shares in favour of the Respondents filed before the ROC. Thus aggrieved by the act, the petitioners who are indeed 100% shareholders of the company has called for an Extra Ordinary General Meeting for passing the resolution for removal of the Respondents No. 2 3 and thus issued a special notice dated 05.09.2016 to the Board of directors to move the Resolution for removal of Respondent No. 2 3 as directors and to fill that casual vacancy so arising by the appointment of Petitioner No. 1 2 respectively. 9. Further Resp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Tribunal observes that as the share transfer form annexed as Annexure P-2 of the petition reflects that the entire shareholding has been transferred to the petitioners from its first directors and further the share certificates are still in possession of the petitioners and has not been transferred to anyone which is evident from the fact that there is no share transfer form or any share certificate filed before the ROC showing transfer of shares in favour of the respondents, thus it shows that the petitioners are still holding entire 100% shares of company. 14. In view of the above facts and circumstances this tribunal is of the view that it is clear that there are instances of oppression and mismanagement in the company as although the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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