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2025 Supreme(Online)(NCLT) 57
ORDER
CP/35/2017 Present: Mr. T.V.Suresh Kumar, Ld. Counsel for Petitioner.
None for Respondent.
Vide separate Order pronounced in open Court, the Petition is allowed File be consigned to records.
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[VENKATARAMAN SUBRAMANIAM] [SANJIV JAIN]
MEMBER (TECHNICAL) MEMBER (JUDICIAL)
MS IN THE NATIONAL COMPANY LAW TRIBUNAL, DIVISION BENCH – I, CHENNAI In the matter of M/s. Ezon Energy Solutions Private Limited Company Petition No. 35 of 2017 (filed under Section 241 and 59 of the Companies Act, 2013 )
Mr. S.K.RADHAKRISHNAN, 2-C, Emerald Green Paradise, Rajiv Gandhi Nagar, Sowripalayam, Coimbatore – 641028. … Petitioner.
Vs
1. Ezon Energy Solutions Private Limited, No.199, G.V.Residency, Sowripalayam, Coimbatore – 641028. … Respondent No.1
2. Mr. Hiten Kantilal Shah, No.104/A, Vishal Apartment, Agarkar Road, Dombivali East, Thane, Mumbai – 421201. … Respondent No.2
3. Mr. Kishore Sevaram Jadhwani, No.3101/A 31st Floor, Oberoi Sky Heights, Plot No. 120, 3rd X lane, Lokhand Wale Complex, Andheri West, Mumbai – 400053. … Respondent No.3
4. Ms. Kirti Zaveri No.11, Majithia Apartment, S.V.Road, Irla Ville Parle West, Mumbai – 400059. … Respondent No.4
5. MSK Capital Ventures Private Limited, No.301, Shanta Sadam CHS Ltd, N.S Road, No.10th JVPD Scheme Zuhu, Mumbai – 400049. … Respondent No.5
6. Mr. Jay Shirish Doshi, No.21/3/A, Sai Prakash Society, Shivaji Park, New Station Road, Kalyan Thane, Mumbai. … Respondent No.6
7. The Registrar of Companies, Stock Exchange building, II-floor, No. 683, Trichy Road, Ramanathapuram, Sowripalayam, Coimbatore – 641005. ... Respondent No.7.
Order pronounced on 3rd March, 2025 CORAM :
SANJIV JAIN, MEMBER (JUDICIAL)
VENKATARAMAN SUBRAMANIAM, MEMBER (TECHNICAL)
For Applicant : Mr. Gokulakrishnan, Advocate For Respondent 2, 4 & 5 : Ms. Nagalakshmi, Advocate For Respondent 3 & 6 : ex- parte
For the Petitioner:GENICON AND ASSOCIATES
Fraudulent share allotments and transfers violate statutory provisions and corporate governance, warranting nullification and judicial intervention.
Headnote:(A) Companies Act, 2013 - Sections 241, 59, 56, 82, 447, 448, 101, and 160 - Petition allowed declaring the resolutions and share allotments null and void due to fraudulent activities by the second Respondent, including misuse of digital signatures and failure to comply with statutory requirements. (Paras 50-51)
(B) Corporate Governance - The Tribunal found that the actions of the second Respondent constituted a serious breach of fiduciary duties and were oppressive to the existing shareholders, violating the mandatory requirements of the Companies Act. (Paras 40-49)
Facts of the case:
The Petitioner, a promoter and managing director, alleged that shares were unlawfully allotted and transferred without consent, resulting in a reduction of his shareholding from 60% to 40%. The second Respondent misused the Petitioner’s digital signature to file fraudulent documents. (Paras 1-6)
Findings of Court:
The Tribunal established that the share allotments and transfers were conducted without adherence to statutory procedures, constituting fraud and mismanagement. (Paras 50-51)
Issues: Whether the share allotments and transfers were valid under the Companies Act and whether they were conducted in a manner oppressive to the Petitioner. (Paras 37-39)
Ratio Decidendi: The Tribunal ruled that the allotment and transfer of shares were null and void due to non-compliance with statutory requirements and fraudulent actions by the second Respondent. (Paras 50-51)
Result: Petition allowed, and all contested resolutions declared null and void.
O R D E R
1. This Petition CP/35/2017 under Section 241 & 59 of the Companies Act, 2013 has been filed seeking the following reliefs:-
a) Declare the alleged board Resolution dated 20.02.2017 and Form PAS-3 as detailed in Annexure-G and the Board Resolution dated 17.03.2017 and PAS-3 as detailed in Annexure-H for allotments of shares by the second Respondent and all other consequential events of such allotment of shares as null and void and direct the 7th Respondent to remove all the entries, forms pertaining to such allotments.
b) Declare the alleged Board Resolution dated 18.05.2017 filed by the second Respondent before the 7th Respondent, along with MGT-14 - Annexure-I and all consequential events as null and void and direct the 7th Respondent to remove all entries/forms pertaining to the said alleged transfer of shares.
c) Declare the member resolution dated 24.05.2017 and DIR-12 as detailed in Annexure-J for appointment of 6th Respondent as Director of the Company by the second Respondent as null and void and direct the 7th Respondent to remove all the entries, forms pertaining to such appointment as Director or any other order / direction this Tribunal may deem fit and thus render justice.
Brief History:
2. The Respondent No. 1 Company is a Private Limited Company. It was incorporated on 02.07.2015 vide CIN No. U40106TZ2015PTC021544, having its registered office situated at No.199, G V Residency, Sowripalayam Post, Coimbatore- 641028. It is engaged in the solar power business viz., “to design, engineer, construct, commission and maintain solar and wind energy generation plants, wind mills for farms, industries institutions and domestic applications as per the Memorandum of Association and Articles of Association as Annexure-B.”
3. The Authorised Share Capital of the Company is Rs.1,50,00,000 (Rupees One Crore Fifty Lakhs Only) divided into 1,50,000 equity share of Rs.100 each and issued, subscribed and paid up Share Capital of the Company is Rs.1,33,34,500 (Rupees One Crore Thirty Three Lakhs and Thirty Four Thousand Five Hundred Only) divided into 1,33,345 equity shares of Rs.100/- each.
4. It is stated that the Petitioner is one of the Promoters and Managing Director of the Company since the incorporation of the Company. The Petitioner holds 60,000 Equity Shares of Rs.100/- each, amounting to 60% of the total paid up share capital of the Company as on January 31, 2017. Remaining shares are held by his wife Mrs.Savithri. The details of shareholding pattern is annexed as Annexure-D.
5. It is stated that the Petitioner in good faith appointed Respondent No.2 as the Director of the Company on 16.08.2016 for ease of doing business. He was completely entrusted with the management of the financial affairs of the Company.
6. It is stated that he came to know from a letter sent by Respondent No.7 / RoC dated 31.05.2017 calling upon the company to give para- wise comments on the complaint lodged by Mr. Om Ramrakhiani, one of the Creditors of the Company inter-alia that his charge was satisfied by the Company by filing Form CHG-4 with the RoC along with the forged NoC of the Creditor (Annexure-F). The Petitioner conducted inspection of the records of the MCA and found that the shareholding of the Petitioner has been drastically reduced to 40% from 60% by allotting new shares and transferring the existing shares by Respondent No.2 misusing his DSC and filing E-Form PAS-3 and MGT-14. The details of allotment are as under:
7. It is stated that Respondent No.2 also filed a Board Resolution dated 20.02.20217 with the RoC as Annexure-G. It is stated that Respondent No.1 Company never passed any such Resolution for allotting the above shares and Respondent No.2 has filed the PAS-3 without the knowledge of the Company. It is alleged that the act of the Respondent No.2 is totally contrary to the provisions of the Companies Act, 2013 .
8. It is stated that Respondent No.2 also misused the DSC of the Petitioner and filed another Board Resolution dated
