The NCLT has exclusive jurisdiction under Section 59 of the Companies Act, 2013, to rectify the Register of Members, but serious disputes may necessitate referral to civil court.

J U D G M EN T

SANJAY KUMAR, J.

1. Orders alike, dismissing their claims, having been passed by the original and appellate forums, Chalasani Udaya Shankar, Sripathi Sreevana Reddy and Yalamanchilli Manjusha are in appeal under Section,423 of the Companies Act, 2013 [for brevity, ‘the Act of 2013’].

2. The appellants had approached the National Company Law Tribunal, Hyderabad/Amaravati Bench [for brevity, ‘the NCLT’], by way of Company Petition No. 667/59 & 241/HDB/2018, seeking rectification of the Register of Members of M/s. Lexus Technologies Pvt. Ltd., Vijayawada, Andhra Pradesh, respondent No.1, by entering their names therein under Sections 59 and 88 of the Act of 2013, and to initiate action against Mantena Narasa Raju, Appa Rao Mukkamala and Suresh Anne, respondent Nos. 2,3 and 4, for oppression and mismanagement, apart from criminal proceedings under Sections 447 and 448 of the Act of 2013 for committing fraud.

3. Their case, as set out in the Company Petition, was as follows: M/s. Lexus Technologies Pvt. Ltd. was incorporated under the provisions of the Companies Act, 1956, on 28.03.2000. Its authorized share capital was ₹1,50,00,000/-, divided into 15,00,000 equity shares of ₹10/- each. The issued, subscribed and paid-up capital of the company was ₹1,10,96,230/-, divided into 11,09,623 equity shares of ₹10 each. The company is in the business of software development and ancillary activities and it acquired land at Chinnakakani Village in Guntur District in January, 2002, for establishing its infrastructure. On 09.03.2004, Mantena Narasa Raju, respondent No.2, had entered into a share purchase agreement with one C. Suresh, shareholder of the company, and acquired 10,51,933 equity shares, representing 94.8% of the equity share capital of the company. Thereafter, Mantena Narasa Raju and Appa Rao Mukkamala, respondent Nos. 2 and 3, were appointed as Directors of the Company on 02.03.2004. Suresh Anne, respondent No.4, became a Director of the company on 30.09.2004. While so, on 18.04.2015, the appellants acquired the equity shares held by Mantena Narasa Raju, respondent No.2, i.e., 10,51,933 equity shares, by executing Securities Transfer Deeds in Form No. SH-4. Chalasani Udaya Shankar, appellant No.1, acquired 3,51,933 equity shares, representing 31.72% of the shareholding, while Sripathi Sreevana Reddy, appellant No.2, and Yalamanchilli Manjusha, appellant No.3, acquired 3,50,000 equity shares each, representing their 31.54% individual shareholding. Share certificates were issued to them, signed and authenticated by Appa Rao Mukkamala and Suresh Anne, respondent Nos. 3 and 4. The appellants claim to have paid consideration of ₹14,67,41,557/- to Mantena Narasa Raju, respondent No.2, towards the acquisition of their shares - Chalasani Udaya Shankar, appellant No.1, paid ₹4,90,91,557/- while Sripathi Sreevana Reddy and Yalamanchilli Manjusha, appellant Nos.2 and 3, each paid ₹4,88,25,000/- individually.

4. It is the further case of the appellants that they shared a very congenial and cordial relationship with Mantena Narasa Raju, Appa Rao Mukkamala and Suresh Anne, respondent Nos.2, 3 and 4, and they left the complete managerial control with them despite being the majority shareholders. They claim that they had no suspicion whatsoever against the said persons, but due to their failure in conducting Annual General Meetings during the financial years 2014-15, 2015-16 and 2016-17, the Registrar of Companies struck off the name of M/s. Lexus Technologies Pvt. Ltd. from the Register of Companies on 21.07.2017, in exercise of power under Section 248 of the Act of 2013. The appellants claim that, it was only upon browsing the online portal, they came to know that the said persons had thereafter filed annual returns and financial statements for the years in question with false information, by erasing their shareholding from the records of the company. The appellants allege that the aforesaid persons committed various acts of oppre