1. In this order I am considering Company Applications No. 325 of 2006 and 201 of 2009 in Company Petition No. 61 of 2006 filed by the Applicants [R-1, Company M/s. Crystal Island Park Pvt. Ltd. and R-2, Sh. Marc William Rodrigues, respectively] against the Respondent [Petitioner, Sh. Ashok Chawla] under regulation 44 of the Company Law Board Regulations, 1991 in terms of Section 399 of the Act challenging the maintainability of the Company Petition No. 61 of 2006. The Company Petition No. 61 of 2006 was filed by Sh. Ashok Chawla (the Petitioner) against M/s. Crystal Island Park Pvt. Ltd. & Anr. (the Respondents) under Sections 397 and 398 of the Companies Act, 1956 (hereinafter referred to as 'the Act') alleging oppression and mismanagement.

2. M/s. Crystal Island Park Pvt. Ltd. (R-1) was incorporated as a Private Limited Company on 21.01.1999 having its registered office at 61, Defence Colony, Alto De Porvorim, Bardej, Goa - 403 521. The main objects of the company is to take the Devasthan Lands on freehold or long term leasehold basis immediately, to take additional land both private, Konkan Railway and Communicate in the area to ensure a minimum of 450 acres of land under the control of the company and to obtain permissions and clearances required for the development of these lands, etc.

3. In Company Petition No. 61 of 2006 the petitioner has sought (i) forfeiture of shares/change of share holding of the Petitioner to be illegal; (ii) direction to the R-2 to transfer so much so shares of the R-1 Company to the Petitioner so that the Petitioner may hold 50% of the total shares of the said company; (iii) direction to the R-2 to provide an access to all the documents, books, accounts etc qua R-1 Company to the Petitioner at all reasonable times and/or in consonance with the terms and conditions of the Memorandum of Understanding dated 02.09.06; (iv) declaration that the R-2 is unfit to be appointed as Chairman/Director/Managing Director of R-1 Company till the pendency of the present petition; (v) direction to hold an independent enquiry and investigation into the affairs of the R-1 company; (vi) direction to the R-2 to produce the annual return and balance sheet of preceding years before the CLB; (vii) reconstitution of the Board and appointment of an independent Chairman and permitting holding of the AGM under the supervision of the Chairman so appointed by the Company Law Board, etc.

4. In Company Application No. 325 of 2006 on behalf of the R-1 Company the Applicant has contended that that the present Company Petition is not maintainable as the same has not been filed in accordance with the provisions of Section 397/398 of the Act, and thus, the same is liable to be dismissed with cost as the petitioner is neither a "member" nor a "shareholder" of the Company as per statutory and mandatory requirement under Section 397/398 of the Act. My attention was drawn to the provisions of the Act. It was pointed out that the R-1 Company is a subsidiary of M/s Grandeur Real Estates Private Limited (hereinafter "M/s Grandeur"), having its registered office at Lower Ground Floor, C-4/5, Safarjung Development Area, New Delhi-110016 and the only other shareholder of the R-1 Company is Mr. Prakash Lal Kapur (the Applicant) who holds one share of the R-1 Company as a nominee of M/s Grandeur.

5. Without prejudice to the R-1 Company's contention that the Petition itself is not maintainable, it was contended that the Petitioner has suppressed material facts, thereby misleading the CLB. It was pointed out that the Petitioner has misled the court by not disclosing the fact that the entire shareholding of the R-1 Company has been acquired by M/s Grandeur. The Petitioner has suppressed the fact that he sold all his shares of the R-1 Company against receipt of the agreed consideration paid in full and final settlement for the transfer of the said shares and for which the share transfer deeds were duly executed and handed over to the Grandeur alo