O R D E R

(Hearing conducted through hybrid mode)

TCP/211/2016 has been filed by the Petitioner under Sections 235, 397,398,402 and other applicable provisions of the Companies Act 1956 seeking the following reliefs:

a) To declare all the resolutions held on 18.11.2014, 03.03.2015, 18.04.2015 passed at the Board meetings and General meetings of the 1st Respondent Company as null and void;

b) To declare that the 2nd and 3rd Respondents have ceased to be the directors of the 1st Respondent Company.

c) To declare that the increase of share capital of the 1st Respondent Company without offering the same to the existing shareholders and sale through private placement to the 2nd and 3rd Respondent as null and void;

d) To declare the appointment of the 4th and 5th Respondent as Additional Directors and thereafter as whole time directors without proper notice to the Petitioner as null and void;

e) To pass further or such other reliefs as this Tribunal may deem fit in the facts and circumstances of the case and thus render justice;

2. SUBMISSIONS OF THE PETITIONER:

2.1. It is stated that the 1st Respondent Company was incorporated on 25.03.1970, with a nominal capital of Rs.25,00,000/-. The company was promoted by Ishrath, Shoukath Mohammed and Azra the 2nd Respondent. They are the signatories to the Memorandum and Articles of Association of the 1st Respondent Company. The Petitioner holds 2,745 equity shares amounting to 18.67% of the total shares. The 2nd Respondent Azara holds 1445 equity shares. The 3rd Respondent holds 2745 equity shares. The 4th and 5th Respondents are not the shareholders of the 1st Respondent Company.

2.2. It is stated that the 1st Respondent Company is a private limited company. It is a family owned company and all the shareholders and directors are family members. The Company went into losses and remained non-operational for the past several years. Initially the Company had 3 shareholders namely Ishrath, Shoukath and Azra the 2nd Respondent and the Company now has 7 shareholders namely Ishrath, Azara, Shoukath, Hashmath, Durdana, Raffath and Rasheedha out of whom, 2 shareholders have expired. It is stated that the 1st Respondent Company owns vast extent of land at Mudichur.

2.3. It is stated that the 1st Respondent Company's manufacturing activities had totally stopped and the only asset left with the 1st Respondent Company was the remaining land at Mudichur. After the order in C.P.No.63 of 2012 came to be passed, the Petitioner and Respondent Nos. 2 and 3 took control of the Company. The 2nd and 3rd Respondents were appointed as directors of the Company on 10.09.2012. Same is reflected in the FORM 32 (Annexure C) submitted with the Registrar of Companies however the post of Managing Director remained unoccupied. It is stated that an Annual General Body meeting was held on 30.09.2014 to adopt the accounts for the financial year 2013-2014 and the same is reflected in the FORM 66 (Annexure D). Since then no Annual General Body meeting has taken place. As per clause 24(a) of Articles' of Association of the 1st Respondent Company, the Annual General Meeting was to be held in accordance with Section 96 of the Companies Act of 2013 which states that, the annual general body meeting should take place within a period of 15 months from the date of the previous Annual General Meeting. However, in the case of the 1st Respondent Company no such resolution was passed and no annual general meeting was held.

2.4. It is stated that since no formal Annual General Meeting was called in consonance with the provisions of the Companies Act, the Petitioner browsed the MCA portal in the month of December 2015 to find out if anything has been filed. On perusing the documents available for view, he was shocked to learn that the Respondents 2 & 3 issued shares to themselves and Respondents 4 & 5 were described as Additional Directors of the 1st Respondent Company. The information was shocking in as much there was no annual general mee