A petition for oppression and mismanagement is not maintainable when documentary evidence, such as email chains, demonstrates that the petitioner was kept informed, participated in company communications, and had knowledge of the disputed operational decisions, thereby failing to establish the requisite elements of oppression.

O R D E R

Per RADHAKRISHNA SREEPADA, Member (Technical)

1. This Company Petition is filed on 06.06.2019 by the Petitioner under Section 241-242 of the Companies Act, 2013 against Mechanical Electronics Computing Concepts India Private Limited and others (hereinafter referred as “Respondents”) inter-alia seeking the following reliefs:

a. To declare that Respondents No.2 and 3 have acted oppressively and have mismanaged the affairs of the Company;

b. To declare that the shifting of registered office allegedly on 21st July 2018 without notice to the Petitioner as illegal, invalid, null and void consequently set aside the Form INC-22 filed to that extent;

c. To declare that Respondents No.2 and 3 are unfit to continue as directors of the Respondent No.1 Company;

d. To declare that the appointment of auditors is invalid and the Tribunal may appoint any firm of chartered accountants to act independently and direct a fresh audit of the books of account of the Respondent No.1 Company;

e. To direct the holding of the annual general meeting for 2018 afresh /in accordance with law;

f. To appoint an independent forensic auditor for the purpose of determining the extent of losses caused by the Respondents No.2 and 3 to the company by diversion / embezzlement / misappropriation and further acts of omissions and commissions and surcharge / disgorge them for the amounts lost thereby by the Respondent No.1 Company;

g. To appoint an independent chartered accountant to do the valuation of the shares of the Company and to order exit to the Respondents from the Respondent No.1 Company;

h. To pass such other further reliefs as this Tribunal may feel deem fit considering the facts and circumstances of the case;

2. Facts of the case as submitted by the Petitioner:

a) The Respondent No.2 and one Mr. Masthi Sudharshan Sundarraj Iyengar were the promoters, first directors and subscribers to the Memorandum and Articles of Association of the Respondent No.1 Company. Over a period of time, the said Masthi Sudharshan Sundarraj Iyengar, (who is not a party in this Company Petition) had reportedly expressed his desire to exit and he has eventually exited from the Respondent No.1 Company.

b) Mr. Varadharaju, husband of the Petitioner was already known to the Respondent No.1 Company. There was some business relationship between the Respondent No.1 Company and the partnership which was run by the said Mr. Varadharaju. In the course of business dealings between them, Respondents No.2 and 3 have induced the Petitioner to purchase the stake of the said Mr. Masthi Sudarshan Sundarraj Iyengar. The Respondent No.2 and 3 had offered directorship too so that the affairs of the Respondent No.1 Company will be carried out in full view of the Petitioner and therefore she has nothing to worry. They also said that the business of the Respondent No.1 Company is being carried by them in lawful manner and prospects are very good.

c) At the time of exit, Mr. Masthi Sudarshan Sundarraj Iyengar was holding 46.12% of share capital of the Company. This stake of the said Mr. Masthi Sudarshan Sundarraj Iyengar was acquired by the Petitioner.

d) It is in this process the Petitioner came to acquire 46.12% stake in the capital of the Respondent No.1 Company. On 02.03.2018, transfer of 24,500 equity shares of Rs.10/- each from the said Mr. Masthi Sudarshan Sundarraj Iyengar to the Petitioner was approved by the Board of Directors of Respondent No.1 Company.

e) Before and after the said acquisition by the Petitioner, the shareholding pattern of the Respondent No.1 Company at the end of the financial