S.No.3

IN THE NATIONAL COMPANY LAW TRIBUNAL

HYDERABAD BENCH – 1

VC AND PHYSCIAL (HYBRID) MODE

ATTENDANCE CUM ORDER SHEET OF THE HEARING HELD ON

29-04-2024 AT 10:30 AM

CP No. 25/241/HYD/2021

u/s. 241 of Companies Act, 2013

IN THE MATTER OF:

Ishwarlal Jesaram Bhagia …Petitioner

AND

Indocean Engineers Pvt Ltd …Respondent

C O R A M:-

DR. VENKATA RAMAKRISHNA BADARINATH NANDULA, HON’BLE MEMBER (JUDICIAL)

SH. CHARAN SINGH, HON’BLE MEMBER (TECHNICAL)

O R D E R

Orders pronounced. In the result, we hereby dismiss this petition however,

without costs.

Sd/- Sd/-

MEMBER (T) MEMBER (J)

Swapna

IN THE NATIONAL COMPANY LAW TRIBUNAL HYDERABAD BENCH-I, HYDERABAD Under section 241, 242 and 244 of the Companies Act, 2013 read with Rule 34 of the NCLT Rules, 2016.

IN MATTER OF M/S. INDOCEAN ENGINEERS PRIVATE LIMITED BETWEEN Ishwarlal Jesaram Bhagia, S/o. Late Jesaram Dattaram Bhagia, Residing at Flat No.201, A.K.Enclave, Road No.3, Banjara Hills, Hyderabad.

... Petitioner AND

1. M/s. Indocean Engineers Private Limited, A Company incorporated under the provisions of Indian Companies Act, 1956, Having its registered office at 401, Regency House, 680, Greenlands Road, Somajiguda, Hyderabad – 500 082, Represented by its Managing Director, Nanik Jesaram Bhagia S/o. Late Jesaram Dattaram Bhagia.

2. Nanik Jesaram Bhagia, S/o. Late Jesaram Dattaram Bhagia, 8-2-696, Flat No.11, Meenakshi Towers, Road No.12, Banjara Hills, Hyderabad – 500034.

3. Ghrinesh Bhagia, S/o. Nanik Jesaram Bhagia, 8-2-697/II/F/II, Flat No.11, Road No.12, Banjara Hills, Hyderabad – 500 034.

... Respondents DATE OF ORDER: 29.04.2024 Coram:

DR. VENKATA RAMAKRISHNA BADARINATH NANDULA, HON’BLE MEMBER (JUDICIAL)

SHRI CHARAN SINGH, HON’BLE MEMBER (TECHNICAL)

Parties / Counsels Present For the petitioner : Ms. Sangeeta Bhaskar, Counsel.

For respondents No.1 and 2 : Shri M S Srinivasa Iyengar, Counsel.

PER BENCH

ORDER

1. This present Petition is filed by the Petitioner under Sections 241, 242 and

244 of the Companies Act, 2013 read with Rule 34 of the National Company Law Tribunal Rules, 2016 seeking the following reliefs:

a. To appoint a Chartered Accountant/administrator to conduct comprehensive audit exercise from 2013 till date and investigate the books of account to ascertain whether the balance sheets have been prepared correctly accounting for all the operations and funds flow into the business, and provide report on the expenditures made by the

1^st Respondent Company.

b. To identify all the meetings that were held without quorum and treat the resolutions passed therein as invalid and to declare acts undertaken in implementation of such resolutions as illegal and void;

c. To ascertain the amount of funds siphoned by the 2^nd and 3^rd Respondents and direct steps to realize the amounts thus siphoned;

d. To declare whether proper procedure was followed for holding all Board meetings (adequate notices within the statutory period, circulation of agenda, recording and confirmation of meetings, registers confirming attendance to the meetings, etc.);

e. To nullify the issuance of right shares and its subsequent transfer of shares in favour of the 3^rd Respondent and declare his appointment as a director as void abinitio and to re-constitute the Board of Directors of the 1^st Respondent Company.

f. Direct that the statutory and other records of the Company as may have been falsified and/ or fabricated to be modified/ corrected;

g. Pass such other and further orders as may be deemed just, expedient and appropriate in order to remove the grievances, complained of;

h. And in the alternative and if for any reason the reliefs sought for under the provisions of Section Nos. 241, 242 and 244 of the Companies Act, 2013 cannot be granted then to order winding up of the Company on the ground of its being just and equitable to do so under section 272 under the Companies Act; and i. For cost of this Petition.

2. AVERMENTS BY PETITIONER

2.1 It is averred that the 1^st Respondent Company is a private limited company. The 2^nd Respondent was appointed as t