ORDER

1. This instant petition is filed by the Petitioner under Section 59 of the Companies Act, 2013 praying to:

a. Pass an order rectifying the register of shares of the Company by deleting the name of Mr. M.Rajshekar and include the name of the Petitioner as a shareholder having 3.278% of shares in Respondent No.1.

b. Declare the transmission of shares belonging to M.Janardhan Rao in favour of M.Rajshekar as violative of Section 56 of the Companies Act, 2013 and as being void, illegal and arbitrary and the consequent Form 2 uploaded on the website of the Registrar of Companies as invalid.

c. Declare the Will dated 19.10.2016 as fabricated and invalid and rectify consequent transmission of shares pursuant to the will dated 19.10.2016.

d. Pass an order transmitting the shares of M.Lalitha Bai in favour of the Petitioner and other legal heirs.

e. The costs of this petition including the legal costs incurred by the Petitioner be granted.

2. Averments made by the Petitioner:

2.1 It is averred that the Respondent No.1 is a Company was initially incorporated with two (2) shareholders i.e., Late Mr.M. Janardhan Rao and his brother Mr. Kishan Rao, each holding 10 equity shares of Rs.100 each. Subsequently, Mr. M.Venkat Rao, Mr. M.Rajshekar and Mr. M. Srinivas Rao who are sons of Late M.Janardhan Rao have been allotted shares in Respondent No.1. Pursuant to the said allotment, M.Janardhan Rao came to own 19.70% of equity shares in Respondent No.1. A copy of AGM dated 31.03.2012 showing the shareholding pattern of the Respondent No.1 is filed as Annexure P3. Mr. M.Janardhan Rao was the managing director of Respondent No.1 till the time of his death, who died on 01.09.2018.

2.2 It is stated that all the properties of Mr.M.Janardhan Rao would devolve in favour of the legal heirs in equal proportion. Mr.Janardhan Rao having legal heirs viz., one wife Myadam Lalitha Bai, three daughters Neelakantam Samyuktha, Molala Shobha Rani and Amaram Shashikala(Petitioner) and three sons M.Venkat Rao, M.Srinivas Rao, M.Rajshekar. To the surprise of the Petitioner who is daughter of Mr.M.Janardhan Rao, the Respondents have not taken any action to devolve shares of M.Janardhan Rao in favour of the legal heirs, including the Petitioner herein.

2.3 It is stated that M.Lalitha Bai who is wife of Mr.M.Janardhan Rao expired on 30.05.2021. Accordingly, the Petitioner herein is entitled to 3.278% of shares devolving from M.Janardhan Rao and M.Lalitha Bai. However, the Respondent No.1 herein has not taken any steps to transmit the shares in favour of the Petitioner and the other legal heirs.

2.4 It is averred that Mr.M.Janardhan Rao has also incorporated a company in the name and style of M/s. Costa Projects Private Limited. Without informing other family members, Respondents No.2 to 4 misrepresented themselves as sole legal heirs of Mr. M.Janardhan Rao and transferred shares held by Mr. M.Janardhan Rao. The Petitioner also learnt they are trying to transfer the shares and other assets of M. Janardhan Rao on their names without knowledge of the Petitioner. In view of this the Petitioner herein has initiated a Partition Suit vide O.S.No. 1125 of 2019 before the IInd Additional District Judge Court, Ranga Reddy with respect to all the properties and shares held by M.Janardhan Rao and the Court vide order dated 26.11.2019(Annexure-P4) vide ad-interim injuncted the Respondents from alienating a few properties.

2.5 It is further averred that the Petitioner to protect their interests in M/s. Costa Projects Private Ltd. Instituted a C.P.No. 208/241/HDB/2020 before this Tribunal. The Respondents No.2 to 4, who are also parties in C.P.No. 208/241/HDB/2020 have filed a counter dated 14.10.2020 alleging that Mr. M.Janardhan Rao has died leaving a Will dated 19.10.2016. It is stated that the Will is fabricated Will devolving all the assets, including the shares held in various companies, in their favour, without any basis.

2.6 It is stated that the Petitioner on 19.01.2021 has issued