Section 59 rectification requires pre-existing valid share certificate; direction to issue certificates falls outside its scope. No shareholder status means no locus for oppression-mismanagement or ancillary reliefs. (28 words)

O R D E R

(PER: BENCH)

The present Company Petition bearing No. CP/12/241/AMR/2021 (hereinafter referred to as the “Petition” or “CP 12/2021”) has been filed on 31.03.2021 vide Diary No. 0382 jointly by Mrs. Velagapudi Vedavathi (hereinafter referred to as the “Petitioner No. 1” or “P-1”) and Ms. Velagapudi Deepthi (hereinafter referred to as the “Petitioner No. 2” or “P-2”) & Ms. Velagapudi Keerthi (hereinafter referred to as the “Petitioner No. 3” or “P-3”) through Special Power of Attorney dated 17.12.2020 executed by the P-2 and P-3 in favour of the P-1 (hereinafter the P-1, P-2, and P-3 collectively referred to as the “Petitioners”) under Sections 130, 241, 242, 59 and 244 of the Companies Act, 2013 (hereinafter referred to as the “CA, 2013”) against M/s . Blue Ocean Minerals Private Limited (hereinafter referred to as the “Respondent No. 1” or “R-1 Company”), Venkata Subba Rao Chunduru (hereinafter referred to as the “Respondent No. 2” or “R-2”), Vijay Kumar Kosaraju (hereinafter referred to as the “Respondent No. 3 or “R-3”), Chandra Sekhar Rao Chunduru (hereinafter referred to as the “Respondent No. 4” or “R-4”), Registrar of Companies, Vijayawada Chunduru (hereinafter referred to as the “Respondent No. 5” or “R-5” or “ROC”), Regional Director, South Eastern Region (hereinafter referred to as the “Respondent No. 6” or “R-6” or “RD”), Shri Rajesh Verma, Secretary, Ministry of Corporate Affairs (hereinafter referred to as the “Respondent No. 7” or “R-7”) seeking the following main reliefs:

(i) Pass order declaring that the R-2 to R-4 have been guilty of several acts of oppression and mismanagement of the R-1 Company;

(ii) To pass an order directing the R-1 Company to re-open books of accounts of the R-1 Company from the years 2010-11 to 2017-18.

(iii) To direct the Directors of the R-1 Company to rectify the register of members by making necessary entries of the shares allotted to the Petitioners shares 30.09.2010 by the R-1 Company and issue the share certificates for the same.

(iv) To declare the Board meetings held on 31.03.2014 and 29.09.2017 at which 17,90,000 and 2,00,000 respectively Equity Shares were allotted as void and consequently declare the said allotments as illegal, invalid and void.

(v) To direct the RoC to invalidate the Form PAS-3 filed by the R-1 Company for allotment of 17,90,000 and 2,00,000 Equity Shares on

31.03.2014 and 29.09.2017 respectively (vi) To direct the RoC to invalidate the Annual Returns filed by the R-1 Company for the financial years 2010 to 2018 and direct the R-1 Company to file the annual reports for the financial years 2010-2018 with the correct details of the share capital.

(vii) To declare all the resolutions passed by the shareholders of the R-

1 Company from 2010 i.e. the date of inception till the date of filing this Petition as illegal, void and invalid.

(viii) Pass an order under Section 213 of the CA, 2013, directing the Central Government to conduct an investigation into the affairs of the R-1 Company by appointing one or more competent officers as inspectors and to submit a report to this Tribunal.

(ix) To direct the RoC to initiate criminal prosecution against the R-2 to R-4 under section 447 and 448 of the CA, 2013 for perpetrating and committing fraud against the R-1 Company and the Petitioners.

(x) To pass such other orders as may be deemed fit in light of justice. 2. As per the master data on the website of Ministry of Corporate Affairs¹, the registered office of the R-1 Company is situated within the

1 A copy of the master data of the R-1 Company has been enclosed with the Petition as

Annexure 10.

State of Andhra Pradesh. Therefore, this Tribunal has jurisdiction to entertain and adjudicate the present Petition.

FACTS OF THE CASE

3. The facts of the case, as averred by the Petitioners, are summarized