The maintainability of petitions under the Companies Act for oppression and mismanagement requires at least 10% shareholding, and procedural compliance must be evidenced for share allotments to be deemed lawful.

ORDER

(Hearing conducted through hybrid mode)

1. The Company Petition TCP 103 of 2016 (Old CP No 72 of 2012) has been filed seeking the following reliefs:

1. Restrain the Respondents or their men or agents or any one claiming through them from in any manner Transferring / transmitting/ alienating/encumbering assets.

2. Declare the increase in the authorised Capital of the 1st Respondent Company filed vide Form 5 dated 16th July 2012 with effect from 21st March 2012 as null and void.

3. Declare the Forms bearing Nos: 23, 2 and 32 filed by the Respondent as null and void.

4. Restore the original shareholding of the Petitioner being Rs. 90,000 constituting 90% of the Paid up Capital of the Company

5. Reinstate the Petitioner as Permanent Director on the board of the 1st Respondent Company.

6. Declare the allotments made to Respondents 2-22 as null and void.

7. Declare the appointment of Respondent 3 & 4 as Directors of the 1st Respondent Company as null and void.

8. Examine the conduct of the 2nd & 5th Respondents and prosecute the 2nd & 5th Respondents in terms of Sections 539 to 544 Schedules XI of the Companies Act, 1956.

9. Supersede the existing Board of Directors and appoint a fresh Board of Directors for the Company in such manner as this Hon’ble Board may deem fit and proper;

10. Appoint an administrator to take charge of the affairs of the Company.

11. Appoint an independent auditor to audit the account of the 1st Respondent Company from the date of incorporation.

12. Direct the Respondents to deposit monies withdrawn and siphoned off by the respondents to the account of the 1st Respondent.

13. Restrain the Respondents from entering into any agreements / contracts to acquire any lands for and on behalf of the 1st Respondent Company.

14. Pass such further orders as this Hon’ble Board may deem fit to grant relief from the acts complained of.

2. Brief introduction of parties:

2.1. Particulars of the Petitioner:

It is stated that the petitioner Ms. A. Shirany Gomez is one of the first and permanent Director and signatory to the Memorandum of Association of the 1st Respondent. The Petitioner held 90% of the Issued and Paid-Up Capital of the 1st Respondent. The status of the Petitioner on the Board of the 1st Respondent and the shareholding pattern was illegally and unauthorizedly altered and tampered with by the 2nd Respondent vide fabricated form filed by the 2nd respondent and the Petitioner was alleged to have resigned from directorship.

2.2. Particulars of respondents:

1. The Company AANANDHAM PROPERTY DEVVELOPERS PRIVATE LIMITED (hereinafter referred to as the "1st Respondent Company") was incorporated on 24-08-2005 under the provisions of the Companies Act, 1956, with the Registrar of Companies, Chennai. The Authorised share capital of the 1st Respondent Company on the date of incorporation was Rs. 5,00,000/- (Rupees Five Lakh only) consisting of 50,000 equity shares of Rs. 10 each and the Paid up capital was Rs. 1,00,000/- ( Rupees One Lakh only) consisting of 10,000 equity shares of Rs. 10/- each and continued to be the same till 16th July 2012, after which the authorised share capital and paid up capital were increased to Rs.50 lakhs ( 5,00,000 shares of Rs.10 each). The main objects of the Company are:

To buy, sell, hold, mortgage, rent, lease or otherwise deal in real estates, develop, make layouts, developing agricultural lands into residential plots, farm houses, construct houses, approved flats, approve layouts, industrial estates, software parks, developing of waste lands into agricultural lands, etc.

2. The 2nd Respondent is Ms. Komathi Rajan, Director and member who holds 10.2% shareholding in the 1st Respondent Company and residing at Plot No. 897, Door No. 9, 10t