The dismissal of a petition for oppression and mismanagement where the claimant fails to provide substantial evidence of oppressive behavior affecting shareholder rights.

ORDER

1. The Petitioner submitted that the present application is filed by Ms. Chegondi Venkata Tulasi, Shareholder in M/S. B.S. Envi-Tech Private Limited (R1 Company) under Section 241 (1) and Section 242 (2) of the Companies Act, 2013 , read with Rule 9 of the NCLT Rules. The Petitioners seeks the following reliefs:

1.1. To restrain the Second and Third Respondents from alienating any of the assets of the First Respondent till the disposal of the present application.

1.2. To direct the Second and Third Respondent to cease and desist from committing or continuing to commit the acts of oppression and mismanagement qua the Petitioner as more particularly described in the application.

1.3. To order and direct the Second and Third Respondent to return or refund the undue gains made by their associated companies, namely ESVN Best Projects Pvt Limited & BS Environment Consultants Pyt Ltd.

1.4. To impose costs on the Second and Third Respondent and direct them to pay all costs and all incidental expenses of this application and all L.A. Proceedings to the Petitioner.

1.5. To end to the acts of oppression and mismanagement of the affairs of the First Respondent

2. The Petitioner submitted that she holds 15% of the paid-up share capital of the R1 Company. The Second and Third Respondents together control about 84.95% of the shareholding, and thereby exercise absolute and dominant control over all affairs of the First Respondent.

3. The R1 Company is a private limited company engaged in the business of environmental consultancy, environmental audits, environmental monitoring and allied services, primarily assisting industries in obtaining environmental clearances. The Petitioner submitted that she has been associated with the industry since 1996 and possesses deep domain expertise.

4. In view of the pleadings of the parties, the issues in hand are taken in the following paragraphs.

I. Diversion of Work to BS Environmental Consultancy Pvt. Ltd. and ESVN Best Projects Pvt. Ltd.

5. The Petitioner alleges that Respondents incorporated BS Environmental Consultancy Pvt. Ltd. in 2005 in the names of their spouses and ESVN Best Projects Pvt. Ltd. in 2012 without her knowledge. She alleges that work orders originally meant for Respondent No.1 were diverted to these entities. She cites projects such as the Lafarge project worth Rs 35.45 lakhs (2010) and the Essel Mining project (2009), which were allegedly executed using Respondent No.1’s resources its engineers, laboratory, and equipment.

6. The Respondents deny these allegations and state that BS Environmental was incorporated by Mrs. Y. Raji Nirmala and Mrs. B. Sarada, and it deals exclusively with Geographic Information Systems services, which are not related to environmental clearance services offered by Respondent No.1. They submit that ESVN Best Projects is an engineering-based company dealing in equipment and turnkey supply, and all employees, including the Petitioner, were aware of its existence. They also assert that the Petitioner herself executed work for BS Environmental and received professional fees, supported by TDS Form 16-A, Annexure Viii of the Counter at Page 10 issued in 2008-09 to her.

7. In the Rejoinder, the Petitioner denies receiving any fees and reiterates that BS Environmental and ESVN used Respondent No.1’s manpower and infrastructure and that Respondents have not produced the MOA/AOA of those entities. She again relies on work orders to assert overlap in business activities.

8. We find that no financial statements, invoices, salary records, deployment sheets, or other documentary material have been produced b