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2016 (7) TMI 117 - COMPANY LAW BOARD CHENNAI

2016 (7) TMI 117 - COMPANY LAW BOARD CHENNAI - TMI - Oppression and mismanagement - maintainability of petition - Held that:- Admittedly as per the documents filed by the petitioner the Company has 13 shareholders as on 30.09.2011 even without taking into the additional members of the Rl Company. From the documents it is evident that the Rl Company is having 14 shareholders as on the date of filing of the petition. Accordingly, the first criteria i.e. 1/10 of the shareholders to maintain a petit .....

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liable to be dismissed. Hence, the CP is dismissed as not maintainable and accordingly the issue is answered against the petitioner - It is evident from the letter dated 24.05.2013 that the petitioner has the knowledge of all the prior board meetings and it could be concluded that the said meetings are within the knowledge of the Petitioner and with her consent. Further the respondents have sent a notice dated 14.08.2013 to the petitioner informing her, the conduct of the board meeting to be .....

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lid. Hence the issue is answered against the petitioner. - in the light of the undertaking given by the Company and its directors to the Company Law Board in C.P. No.36/2014, her continuation (and/or subsequent cessation) as a director shall be subject to further orders of the Company Law Board. It is recorded that the resolution were put to vote by show of hands and passed unanimously. In the said meeting the R5 was reappointed as director and R3 was appointed as whole time director for a p .....

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e ingredients to seek the reliefs under Section 307 and 398 further the petitioner miserably failed to establish any acts of oppression and mismanagement in the affairs of the company. In the present case there is not a single act of oppression and mismanagement made out by the petitioner. The Petition is miserably failed and liable to be dismissed. - CP No.36/2014 - Dated:- 30-5-2016 - SHRI KANTHI NARAHARI, MEMBER-JUDICIAL For The Petitioner : Ramachandra Raju Advocate and Renuka Datla For The .....

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ncorporating certain paragraphs to the petition and also made certain amendments to the main and interim reliefs. According to the petitioners the following facts emerge for consideration of this Bench from the pleadings and other affidavits filed by them before this Bench. It is stated that the first Respondent Company was promoted by the father of the 1st Petitioner (Late) Mr. G.A. Narasimha Raju and his friend Mr. Dasu Ramaswami during the year 1953 in the State of Maharashtra. The Company is .....

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la, who was basically from Hyderabad and who was also a family friend of late father, joined the Company. The business relationship later on got convened as family relationship when the son of Mr. Venkata Krishnam Raju Datla viz. Dr. Vijay Kumar Datla, was married to the 1st Petitioner during the year 1967. Later on during the year 1972, late father of the 1st Petitioner handed over the management to the husband of the 1st petitioner by making him Chairman and Managing Director of the first resp .....

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self away from the affair of the Company till the year 1988. However, during the year 1988 the Petitioner had to involve herself in the affairs of the Company on the insistence of her late husband who appointed her as Medical Director of the Company. Later on witnessing the efficiency and capability of the 1st Petitioner, she was elevated as Executive Director of the Company on 29.08.1991. The 1st Petitioner has been holding the said position till date. After the induction of the 1st Petitioner .....

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Datla and the 1st Petitioner pledged and mortgaged various properties standing in their personal names and raised loans and acquired shares from other family members who were willing to sell their shares. Dr. Vijay Kumar Datla also purchased the shares held by Glaxo India and after all such acquisitions the shareholding of Dr, Vijay Kumar Datla was increased to 81% in the first respondent Company, As business grew both Dr. Vijay Kumar Datla and the 1st Petitioner also promoted several other com .....

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ondent Company and the major shareholding shall be retained by him. It is pertinent to mention that the 2nd. 3rd and 4th Respondents were never inducted into the board of the first respondent Company. Only upon the insistence of the 1st Petitioner nominal shares were issued to the said respondents in the first respondent Company. The 3rd and 4th Respondents were married to Mr. Narendra Dev Mantena and Mr. Sridhar P. Raju respectively. The 2nd respondent joined the Company as an employee and cont .....

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both business wise and financial wise, by taking wise decisions at the appropriate lime and making investments in the Company as and when required. Dr. Vijay Kumar Datla was very much particular that the P1 Petitioner should be the only person who shall reap the benefits of the properties owned by him and therefore in order to ensure that Dr. Vijay Kumar Datla executed a Will and bequeathed all his properties to the 1st petitioner. Dr. Vijay Kumar Datia and the 1st Petitioner had three daughter .....

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was very much particular that the shares shall be bequeathed to the 1st Petitioner and that is why he executed a Will wherein he bequeathed the properties in favour of the 1st Petitioner. It is submitted that the Will is a conclusive evidence to show that Dr. Datia had bequeathed all his separate and self acquired properties and also the family properties in favour of the Is' Petitioner and that only after the demise of the Petitioner the assets shall go to the three daughters. The said Wil .....

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tfully submitted that the Petitioner No.1 individually docs hold the required shares to qualify for filing of the Company Petition as the apparent numbers of shares shown to have been held in the name of 1st Petitioner is not the entire truth and in that context the 1st Petitioner begs to submit the fact that all the shares of (Late) Dr. Vijay Kumar Datla are not his exclusive and personal shares and property. The alleged claim of the Respondents No.2 in particular to 81% shares were shown to be .....

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rose from modest 14% to the huge volume of 81% only with the investments and money provided by the 1st Petitioner herein. It was she who had invested all the monies out of her, self earned and ancestral income and had even lent monies to the 1st Respondent Company in hours of its crisis on many occasions. As such the purchase of shares from coparceners, the Private Companies who disinvested their shares and other shareholders to make the IM Respondent Company their Family Business with Dr. Dail .....

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y hatched by the Respondents No.2 to 7 herein and the said fact is glaringly apparent from the content of the alleged Will propounded by the 2nd Respondent. As such unless the 2nj Respondent proves the said alleged Will by approaching the competent court of law, such Will cannot be believed and considered for vesting any right in respect of such shares. It is submitted that merely because such shares were shown in the shareholders list as held in the name of Dr. Vijay Kumar Datla, the truth of t .....

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held benami for the benefit and necessity of the 1st Petitioner herein as well. Everything went on well both in the family as well as in the affairs of the Company until the demise of Dr. Vijay Kumar Datla on 20.03.2013. Dr. Datla was a cardiac patient and was suffering from several ailments when he died on the said date, It was the 1stpetitioner who took utmost care of her husband when he was undergoing treatment at home and in the hospital. The 1st Petitioner who was living with Dr. Datla for .....

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espondents 5, 6 and 7 and some employees of the company took illegal control of the first respondent company by illegally changing the board composition and also the shareholding pattern of the company. It is submitted that the 2nd, 3rd and 4th Respondents realizing the fact that all the properties of Dr. Datla would go to the 1st Petitioner as per their father's Will by virtue of which the 1st Petitioner would become a substantial shareholder in the company. At the time of death of Dr. Datl .....

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board of the first respondent company. 6. The entire episode commenced on 10.04.2013 when the 1st Petitioner was sitting in the chambers of her late husband. The Company Secretary of the Company came rushing to the T1 Petitioner and informed that the Vice President and the Assistant Vice President of the company are illegally removing all the records from the chamber of the 1 Petitioner. When the 1st Petitioner and Company Secretary tried to come out of the chambers they found that the main door .....

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oner came to know that the said employees at the instance of the 2nd, 3rd and 4th Respondents indulged in such illegal activities. 7. The 1st Petitioner, who was the only director on the board, came to know-that Mr. G.V. Rao, the 5th respondent, the director who resigned on 06,04.2013, has signed and filed the following forms with the Registrar of Companies, Hyderabad so as to show to the public that the board of the company has been completely reconstituted. Sl. No. Date of Filing Form No. Part .....

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013 8. It is submitted that the entire board of the first respondent Company was illegally reconstituted merely by filing three forms No.32 with Registrar of Companies. All the said forms 32 are prima facie invalid for the reason that no board meeting was ever held on 09.04.2013, 10.04.2013 and 11.04.2013 and the 5th Respondent who signed and filed the form docs not have any locus standi or authority to file any form on behalf of the board with Registrar of Companies. As submitted above the 1st .....

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ovide for a situation where the board has only one director, no appointments could have been made at a board meeting. As there is no provision either under the Companies Act 1956 or under the Articles of Association of the company for withdrawing the resignation letter filed by a director, the question of Mr. G.V. Rao withdrawing his resignation letter does not arise at all. 9. It is submitted that the filing of forms 32 by Mr. G.V. Rao is prima facie an illegal act that has been instigated by t .....

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77 years. He has been suffering from Parkinson disease and has not keeping good health for some years now. Dr. Datla insisted the 5th Respondent to be on the board just to ensure compliance of the minimum number of directors as required under the Act. Upon the death of Dr. Datla the 5th Respondent immediately resigned as a director on 06.04.2013. The Petitioners firmly believe that the 5th Respondent would have filed the forms only at the instance of the 2nd, 3rd and 4th Respondents. No board me .....

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ting on 09.04.2013. In such circumstances it is not known as to how Mr. G.V. Rao. even assuming that he was a director on 09.04.2013, could have constituted valid quorum for the purpose of appointment of the 3rd Respondent as a director of the first respondent company 11. It is submitted that the same stand is applicable for the board meetings allegedly held on 10.04.2013 and 11,04,2013 as well. The minutes have been manufactured on the basis that the 3rd Respondent is a director and both the 3 .....

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Datla was holding 400961 shares constituting 81% of the paid up capital of the company. All the three daughters and the sons-in-laws were aware of the Will of Dr. Vijay Kumar Datla and that after his demise all the shares would have to be transmitted to the 1st Petitioner. The Respondents realizing that they would not be emitted to any of the properties of Dr. Datla, including the shares of the first respondent company, decided to somehow grab the shares from the 1st Petitioner. In the process .....

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ioner very vehemently denies the existence of any such will executed by her late husband. As submitted above the late husband had executed a Will and all the properties of Dr. Vijay Kumar Datla were bequeathed to the 1st Petitioner and not to any of the daughters. Dr. Datla during his life time executed will only once through which he bequeathed his properties to he 1st Petitioner. Dr. Datla did not execute any Will in favour of any of his daughters. Dr. Vijay Kumar Datla even in his distant dre .....

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4. It is stated that as per Clause 66 of Articles of Association of the company the board has the power to dispense with the production of Probate or Letters of Administration or Succession Certificate, but however the board can exercise the said power only upon such terms as to indemnity or otherwise. Another important aspect is that it has been recorded in the minutes as if the resolution authorizing the transmission of shares has been approved by the 3r Respondent and Mr. G.V. Rao, 5th Respon .....

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e company and that 11 shares were transferred from the 2nd Respondent to and in favour of the sons in law of the 1st Petitioner. As submitted the 3rd Respondent cannot be construed as a director of the company as the meeting allegedly held on 09.04.2013 is not a valid meeting as there was no quorum for the meeting. Therefore the subsequent meeting allegedly held on 10.04.2013 also cannot be considered as a valid meeting as the appointment of the 3rd Respondent itself is invalid and therefore the .....

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13, 10.04.2013 and 11.04.2013 are prima facie invalid for the reasons that no such meetings actually were conducted on the said dates and the persons who allegedly conducted the meetings are not at all directors of the company. 16. It is stated that the 1st Petitioner during August 2013 received a notice from the 2nd Respondent Claiming herself to be Managing Director, calling for board meeting on 22.08.2013. The 1st Petitioner wrote back to the so called board denying the board meetings that al .....

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)3. Thereafter the 1st Petitioner wrote to the Respondents on various dates asking for inspection of records of the company and to furnish various details of the company. In reply to all such letter the 5th Respondent wrote a common reply letter to the 1st Petitioner however without furnishing any details as sought by the 1st Petitioner. During October 2013 the Respondents also lodged police complaint against the 1st petitioner alleging removal of records from the company. The 1st Petitioner als .....

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sated that the Respondents who illegally changed the constitution of the board and thereafter transmitted the shares in their favour, started acting against the interest of the first respondent company. After hijacking the company by adopting illegal means the Respondents started to negotiate with Private Equity Investors either to sell off their stake in the company or to issue fresh shares to such PE Investors in the company. Due Diligences were also conducted by KPMG and Ernst & Young on .....

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18. The 2nd,3rd and 4th respondents have filed a Scheme of Arrangement under the provisions of Sections 391 to 394 of the Act before the Hon'ble High Court of Andhra Pradesh for demerger of the following undertakings of the first respondents Company :- (i) Demerger of Livestock Business Undertaking of the first respondent company to and in favour of BE Immunology Private Limited and (ii) Demerger of Vaccine Business Undertaking of the first respondent company to and in favour of BE Vaxco Pr .....

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ed (Resulting Company 2). The Resulting Company 1 was incorporated on 07.02.2014 in Telangana and the Resulting Company 2 on 20.05.2014 in Andhra Pradesh. The 2nd 3rd and 4th respondents are promoters and directors of Resulting Company 1 and Resulting Company 2 is a wholly owned subsidiary of Resulting Company 1. Therefore, the Respondents control both the companies by virtue of the shareholding in Resulting Company 1. The Share entitlement ratio is 1:10 i.e. the members of the 1st Respondent Co .....

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purchased three high end cars each worth ₹ 1.50 Crores using the funds of the first respondent Company for their personal cause. This only shows that the Respondents are desperate in utilizing the funds of the Company to the extent possible before the Company becomes a shell Company. 21. It is submitted that the acts of Respondents squarely fall within the definition of Oppression and Mismanagement. The sequence of events that happened from the death of Dr. Vijay Kumar Datla would prove th .....

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part of management and who were kept away by Dr. Vijay Kumar Datla all these years did not have any say in the Company till the death of Dr. Datla. Immediately after the demise of Dr. Datla the respondents have shown their real malafide intentions by illegally changing the composition of the board and the shareholding pattern and that too within a period of three weeks from the date of death of Dr. Datla, The Respondents knew very well that Dr. Datia has executed a Will whereby he had bequeathed .....

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rector, 4th Respondent as a director and Mr. P. Sndhar Raju as President -Real Estate of the Company. It is not known as to why a company that deals with Pharma Products requires a President to handle Real Estate business. This only shows that the Respondents are proposing to dispose of all the properties owned by the Company. As the entire shareholding pattern has been tampered by adopting illegal means by the Respondents, all the resolutions allegedly passed at the AGM on 18.12.2013 shall be s .....

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or as appointed by the Hon'ble High Court they deliberately failed to attend such meetings. This was in fact clearly disclosing the attitude of the Respondents No.2 to 4 to stall and disturb the conduct of the affairs of the Company. It is also pertinent to mention that the Apex Court during the pendency of the SLPs between May 2015 to October 2015 had continued in effect the arrangement made by the Hon'ble High Court of the Ad-hoc Board with the 1st petitioner herein as Managing Directo .....

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of the adjudicating authorities at different levels about control of the Company being vested only among the members of the family with the 1st petitioner being Executive Director to act as Managing Director as well, However the conscious neglect and evasive attitude on the part of the Respondents No.2 to 4 clearly discloses an act of deliberate indifference on their part to cause loss to the 1st respondent Company which is nothing but an act of mismanagement and oppression. In this background .....

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e or it also did not find anything incorrect about the findings of the High Court. The fact that the respondents herein have been harping about withdrawal of O.S.No.184 of 2014 which is apparently inconsequential in view of the orders made by the High Court and the Apex Court as well, Similarly the undertaking given by the Respondents No.2 to 7 before this Hon'ble Tribunal at the stage of hearing during the initial mention, about the assurance not to sell any of the properties of the 1st Res .....

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in not to dispose of any of the immovable properties that were held by the Company. However inspite of the said directions the Respondents have sold the immovable property belonging to the Company situated at Manoharabad to M/s ITC Limited vide Registered Sale Deed bearing Doc.No.425/2015 dated 18.03.2015. It is pertinent to mention herein that the value of the said immovable property was not less than ₹ 85 Crores on the given date and the respondents have apparently sold the same illegall .....

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13, 10.04.2013 and 11.04.2013 as null and void ab-initio and set aside all the resolutions allegedly passed at the said board meetings and forms/returns filed pursuant to the said board meetings. c. The Respondents Nos.2 to 5 be removed from the directorship of the Company, and consequentially set aside all Forms - 32 filed for the appointment as Directors/Managing Director/Whole-Time Director of the Company as null and void ab-initio. d. To declare the illegal transmission of 4,00.961 equity sh .....

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etrain the Respondents 2 to 5 permanently dealing with the properties of the Company in any manner whatsoever. g. Declare the Respondents 2 to 5 to be jointly or severally liable for all damages caused to the Company and the Petitioner as determined by the independent auditor appointed by this Hon'ble Board. h. Direct the cancellation and setting-aside of all the forms, documents, returns, filed by the Respondents 2 to 5 on behalf of the Company with/before any Government authority on or aft .....

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956. l. Order costs of and incidental to this petition be paid by the Respondents 2 to 5. m. To declare that the Petitioner No. 1 herein was the Joint owner of the shares held by Late Dr. Vijay Kumar Datla in the Company. n. Such further order or orders and or direction or directions be given as to this Hon'ble Board may deem fit and proper. 26. The first respondent filed detailed counter to this petition. Shri P.S. Raman, learned Senior Counsel appeared for the respondent submitted that the .....

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l number of its member, whichever is less, are entitled to maintain a petition under Section 397 or 398 of the Companies Act, 1956 seeking reliefs against oppression and mismanagement. In the instant case, in an ingenious yet misconceived manner, the 1st Petitioner has sought to bypass the statutory restriction contained under Section 399 of the Companies Act, 1956 by incorrectly arraying the 2nd and 3rd Petitioners as the Petitioners in this Company Petition. The 2nd and 3rd Petitioners are Tru .....

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y Petition No. 1 of 2013 before this Hon'ble Tribunal under Section 409 of the Companies Act, 1956 and sought various reliefs against the first 5 Respondents in this petition. The averments and the reliefs claimed in the instant Company Petition are substantially similar to the reliefs claimed in C.P.No. 1 of 2013. In the said Company Petition various interim reliefs were claimed against this Respondent and against Respondents 2,3.4 & 5 and this Hon'ble Tribunal vide orders dated 17- .....

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naging Director and Respondents 3 and 4 as the Directors of the 1st Respondent Company, which have become final now and cannot be reopened. C. It is further submitted that CP. No, 1 of 20J3 was withdrawn by the 1st Petitioner with the permission of this Hon'ble Tribunal vide an affidavit filed on 22-7-2014. This Hon'ble Tribunal was pleased to permit the 1st Petitioner to withdraw C.P.No. 1 of 2013. As a result of such withdrawal by the 1st Petitioner, CP No. 1 of 2013 stood dismissed. H .....

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tant Company Petition is a complete abuse of the process of law. D. It is submitted that the first petitioner has again approached this Hon'ble 'Tribunal with unclean hands and is guilty of suppressing material facts in as much as the 1st petitioner is aware of the changes that had taken place in the management and shareholding structure of the 1st Respondent Company, since the 1st Petitioner herself addressed a letter to the 2000 employees of the 1st Respondent on 15th April. 2013 as re .....

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ry letter dated 15.04.2013 makes the entire case of the petitioner untenable. It is submitted that the fact of 15th April, 2013 letter was also concealed and suppressed by the 1st Petitioner in the CP No. 1/2013. Having acquiesced to and accepted, the change in the management structure (which was occurred within the family of the 1st petitioner), the 1st petitioner is estopped from raising these issued at this stage. E. The Company Petition is a sheer abuse of process of law as the various relie .....

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ers of a company arc entitled to maintain a petition under section 397 and 398 of the Companies Act. Given such statutory prescription, it is submitted that: (a) as mentioned in the preliminary objections, the 1st Petitioner is not entitled to file this petition by arraying the 2nd and 3rd Petitioner trusts as Petitioners in as much the beneficiaries of these trusts have not consented to the filing of the present petition; (b) the 1st Petitioner has filed this petition by stating that she is an .....

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Petitioner is not having any individual or independent right in the shares of the 1st Respondent Company except 1148 shares of Vijay Kumar Dalla HUF devolved on her and therefore, the instant Petition could not have been preferred without taking the consent of the other joint Shareholders and beneficiaries of the 2nd and 3 Petitioner trusts. It is therefore submitted that the instant company petition is not maintainable and is liable to be dismissed. 28. It is submitted that the 2nd Respondent i .....

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d Director of the R1 Company vide Board Resolution dated 10.4.2013. The averments that the 2nd Respondent only holds 5.13% of the paid up capital of the 1st Respondent Company is incorrect for the reasons stated above. The shares of the 2nd Respondent's father, being 400,961 shares of ₹ 100/- each, were transmitted to the 2nd Respondent in accordance with the Board Resolution dated 10.4.2013 as per the Will of late Vijay Kumar Datla dated 14.2.2005. 29. It is submitted that the Respond .....

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are denied as being incorrect. A trust constituted for the benefit of Respondents 2 to 4 hold about 0.038% of issued shares in the R1 Company. 30. The 5th Respondent has since continued as a Director uninterruptedly and continues to remain a Director. The Petitioner, in spite of being aware of the withdrawal letter given by the 5th Respondent on 8.4.2013, has suppressed this material fact before this Hon'ble Tribunal and concealed the withdrawal letter of the 5th Respondent. Further, the 1st .....

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d or not. It is submitted that will date 14.02.2005 was presented before the Board of Directors and the transmission has been taken place in accordance with such Will. it is further pertinent to note that it was only after a period of one year after the death of Dr Vijay Kumar Datla that the 1st Petitioner produced the Will allegedly-executed in her favour by late Dr Vijay Kumar Datla. Until then, there was no whisper about the alleged Will which makes the existence of the alleged Will itself su .....

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Given these facts and circumstances the question of seeking an indemnity for such transmission does not arise. The original share certificates were, in fact, tabled at the Board Meeting along with copy of the Will. Merely because the Board Resolution dated 10.4.2013 does not make an express reference to this fact, it cannot be said that the transmission is vitiated. 32. The transmission of the shares in favour of the 2nd Respondent has been done in accordance with the provisions of the Act. The .....

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ts 2 to 4 to the Board of the 1st Respondent Company by way of a letter dated 15.04.2013, the 1st Petitioner started subsequently making various untenable allegations against the 1st Respondent company. On account of the sudden change in her attitude and behaviour towards the affairs of the 1st Respondent Company, the 1st Respondent Company, for the first time, issued a notice staling that the Board Meeting would be held on 22.8.2013. The 1st Petitioner attended the meeting and her views were al .....

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bstantial profits in the fiscal year 2013-14, after the 2nd Respondent took over the business of the Is1 Respondent Company. The endless litigation being pursued by the 1st Petitioner against the 1st Respondent Company, its Board of Directors and its shareholders is distracting and, at the same time, meaningless. 35. The 1st Petitioner has conveniently chosen not to reveal the factum of the sale of land Ganganpahar, Rajendranagar Mandal undertaken by the Company in the years 2008 and 2009. Respo .....

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ich the 1st Petitioner is well aware of 36. The entire demerger exercise is being conducted strictly in accordance with the provisions of the Companies Act, 1956. In any event, it is not open for the 1st Petitioner to question the demerger before this Hon'ble Tribunal, in as much as, an application is pending before the Hon'ble High Court at Hyderabad and it is open for the 1st Petitioner to pursue her remedies before the Hon'ble High Court at Hyderabad. In any event, it is submitted .....

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emerger was not pursued further at the relevant time due to business reasons. 38. The 1st Petitioner has miserably failed in citing any single instance of mismanagement. The balance of convenience is only in favour of the Respondents. The 1st Petitioner, being a party to all the resolutions of 9th 10th and 11th April, 2013 Board Meetings, cannot be permitted make bald allegations of oppression or mismanagement. The Is1 Petitioner suppressed her letter dated 15-4-2013 in the earlier Company Petit .....

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n ₹ 331.08 crores profit before tax for the financial year 2013-14. The profit of ₹ 331,08 crores for the financial year 2013-14. The profit of 331.08 crores for the financial year 2013-14, surpasses the entire profit of 60 years of the Company, which goes to show that the affairs of the 1st Respondent Company are being conducted in a years responsible manner and in the best interests of the Company and its shareholders, in view of the reasons he requested the Bench to dismiss the pe .....

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any petition. This letter manifestly establishes that none of the three beneficiaries of the 2nd and 3rd petitioner trusts, namely 2nd, 3rd and 4th Respondents have given their consent to the Petitioner for filing this petition. The Petition ex-facie is a motivated petition and does not reflect the representative character and is only intended to pressurize the 2nd Respondent and jeopardise the interests and functioning of the 1st Respondent Company. The 1st Petitioner has deliberately suppresse .....

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ciary duty as a Trustee of the 2nd and 3rd Petitioners, is run entitled to any relief. 40. It is further submitted that the IS1 Petitioner has already filed a Civil Suit OS No 184 of 2014 on the file of the 24lh Additional Chief Judge, City Civil Court at Hyderabad against 1st to 4th Respondents and other entities by relying on a Will allegedly executed by her husband in her favour. In the said suit the 1st Petitioner has among other, sought for a declaration that she is the absolute owner of al .....

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consideration by the trial court and therefore, the relief sought by the 1st Petitioner in this Company Petition with respect to the transmission of the shares in favour of the 2nd Respondent, is entirely misconceived as this issue would need to be gone into by the trial court based on the evidence adduced by the 1st Petitioner before it and in accordance with Section 68 of the Evidence Act, 1872. Therefore, the instant company petition filed for similar reliefs as that in the suit is not maint .....

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d respondent as the Managing Director of the 1st respondent company and 3rd and 4th respondents as directors of the company. In fact, it is the Petitioner who took the initiative of circulating the above letter. The 1st Petitioner herself made appropriate additions and edits in the said letter personally before circulating the same. It is unfortunate that the 1st Petitioner suppressed such an important communication. In view of the importance of the said letter, the Respondents reproduce the ent .....

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I have witnessed the goodwill and commitment he shared with his team. The entire BE family have .stood by him through good and bad and for this, I am eternally grateful. Although the leadership of Vijay was instrumental in cultivating BE, we must continue to evolve and grow, in order to prosper further. Today I feel proud to share with you the news of the appointment of my three daughters Purnima. Indira and Mahima to the board of BE. As you are aware, Mahima has been working alongside you and m .....

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r was the subject of intense debate before this Hon'ble Tribunal in the Company Petition No. 1/2013. This Hon'bie Tribunal was pleased to note the salient features of the letter and came to a conclusion that the resolutions of 9th. 10th and 11th April 2013 of the 1st Respondent Company were entirely within the 1st Petitioner's knowledge. The 2nd Respondent submits that the 1st Petitioner deliberately suppressed the said letter again on account of the fact that the 1st Petitioner is a .....

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ing Director and the Directors respectively, has its source in the family meetings held immediately after the death of Dr. Vijay Kumar Datla where it was agreed not only to transmit the entire shareholding of late Dr. Vijay Kumar Datla's shares in the 1st Respondent Company in favour or the 2nd Respondent but also to appoint 2 to 4th Respondents as the Managing Director and the directors respectively of the 1st Respondent Company. 43. The Company Petition is a sheer abuse of process of Jaw a .....

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Sections 397 & 398 petition, is seeking sweeping reliefs in a complete abuse of the provisions of the Companies Act, 1956. The said petition is thus misconceived in its entirety and is liable to be dismissed. 44. As stated supra, the R1 Company is closely held public limited company having 14 shareholders the R1 Company was being anchored significantly by Dr. Vijay Kumar Datla. His youngest daughter, i.e., Mahima Datla being the 2nd Respondent herein, chose to join the family business and w .....

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e Vaccine Division and entire Vaccine Division was directly reporting to her, The 2nd Respondent was instrumental in executing the most modem biotcch plant at Kolthur, Ranga Reddy District. Several national and international authorities adjudged the Project as the first of its kind in South Asia. She executed several international contracts and successfully handled various foreign collaborations. The 2 Respondent received several national recognitions for her contributions in vaccine industry. T .....

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er business responsibilities at a very young age. The 2nd Respondent commands high respect in the family and industry circles. This 2nd Respondent has brought about a total transformation in business of the 1st Respondent Company under the perennial guidance of her late father for about two decades. The 2nd Respondent was deeply involved in all the major projects being undertaken by the 1st Respondent Company along with her late father and has played a significant role in contributing to the 1st .....

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all as worthy successor to late Dr. Vijay Kumar Datla, including by the 1st Petitioner and also by 3rd and 4th Respondents herein, it is respectfully submitted that it is with this objective and wish that Late Dr, Vijay Kumar Datla bequeathed his entire shareholding constituting 81% of the issued shares in the 1st Respondent Company in favour of the 2nJ Respondent pursuant to a will dated 14-2-2005 which has been, in fact, in the knowledge of the P Petitioner and everybody else concerned. Thus, .....

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ged will dated 4th December (Year: Unknown) making a unilateral claim in respect of shareholding of late Dr. Vijay Kumar Datla. The present petition is only intended to coerce the 2nd, 3rd and 4th Respondents and other family members to accept her demand for appointment her as Executive Chairman of the 1st Respondent Company. 45. Dr. Vijay Kumar Datla tragically passed away on 20.03,2013 after a prolonged period of illness. During such period and even prior thereto, the business of company was l .....

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sion for the purpose of giving effect to the said decisions. At some of these meetings, Mr. G.V. Rao. i.e., the 5th Respondent herein, who was officiating as an independent Director since the year 2000, was also present. At such meeting, as it was decided that the three daughters of Dr. Vijay Kumar Datla, i.e., 2nd to 4th Respondents, will be inducted as Directors with the 2nd Respondent being appointed as the Managing Director. Mr. G.V. Rao, to facilitate such future arrangement for the managem .....

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family members of Dr. Vijay Kumar Datla, including the 1st Petitioner, had personally requested Mr. G.V, Rao agreed to continue as a Director and accordingly withdrew his resignation in a letter handed over to the 1st Petitioner personally. The 1st Petitioner on behalf of the Company personally acknowledges the receipt of the letter acknowledging withdrawal of resignation by Mr. G.V. Rao. 49. Thereafter, in furtherance of the decisions taken at the family meetings to which the 1st Petitioner had .....

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isions of the Companies Act relating to the minimum number of Directors in a Public Limited Company. 50. As Mentioned above, the said meeting was convened after intimating and taking consent of the 1st Petitioner since as of that date, only the li1 Petitioner and Mr, G.V. Rao were the directors of the 1st Respondent Company. Mr. G.V. Rao thereafter proceeded lo conduct a meeting of the Board of Directors at which Indira P. Raju (thus 4th Respondent) was appointed to the casual vacancy of directo .....

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ar Datla to the 2nd Respondent and also for appointing the 2nd and 3rd Respondents as Directors of the Respondent Company. Though the said meeting was convened with consent of all the directors including the 1st Petitioner, the 1st Petitioner had indicated her inability to be present and the said meeting was attended by the other two directors, being the 4th and 5th Respondents respectively. At this meeting, resolutions were passed effecting transmission of shares from Dr. Vijay Kumar Datla to t .....

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at all the above meetings were conducted in quick succession as consented to, and accepted by, all the Directors including the 1st Petitioner and those appointed for the purpose of achieving the objective of bringing, on the Board of Directors the three daughters of Dr, Vijay Kumar Datla and for appointing the 2nd Respondent as the Managing Director of the company. 54. It is submitted that all the above facts were completely within the knowledge of the 1st Petitioner and the 1st Petitioner, on 1 .....

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1st Respondent Company. 56. It would also he pertinent to note that the Petitioner, along with the 2nd Respondent as the Managing Director of the 1st Respondent Company also welcomed Mr. Bill Gates, Chairman Microsoft and founder of the Bill & Melinda-Gates Foundation, to the 1st Respondent Company on 30 May 2013, which was covered by the press and where the 2nd Respondent was referred to as the Managing Director of the company. 57. It is further submitted that, in continued acceptance of t .....

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Directors of the company, requested that a Board Meeting be convened for the purpose of passing a resolution for transmission of such shares. In this respect, it is pertinent to note that there was no reference made to the shares held by Mr. Vijay Kumar Datla in his personal capacity prior to his demise as they were already transmitted to the 2nd Respondent, pursuant to the will which was given effect to in the board meeting on 10.4.2013. 58. Accordingly, a Board meeting was convened on 24th Ma .....

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formed that the said meeting was to be convened, but the 1st Petitioner did not attend this meeting. 59. It is submitted that the 1st Petitioner, from the early part of July started demanding that she be appointed as the Executive Chairman and be entrusted with executive powers in the 1st Respondent Company. This demand was not acceded to by the family members and the shareholders of the 1st Respondent Company immediately for reasons purely attributable to the business of the 1st Respondent Comp .....

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and that she would continue with the same benefits and stature that was accorded to her during the lifetime of her husband. However, the 1st Petitioner was not satisfied with this position and as a result of the refusal of the shareholders and family members to accede to her request, the 1st Petitioner embarked on tiling various cases to threaten the Respondents. The 1st Petitioner, in furtherance of her design, has also stolen and removed the entire official record from the office premises of .....

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the 1st Petitioner, all the three Respondents were forced to file a criminal case against the 1M Petitioner. The Criminal Case in FIR No.351/2013 is still pending. The 2nd Respondent submits that the 1st Petitioner is resorting to such tactics to pressurize the family members to concede to her demand for being appointed as Executive Chairman of the 1st Respondent Company. 60. As the request of the 1st Petitioner was not accepted to by the other shareholders and directors, the 1st Petitioner sta .....

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ner's knowledge. 61. In view of this stand being adopted by the 1st Petitioner, the 1st Respondent Company made a departure from the past practice of the convening of Board meetings and sent a written notice about the hoard meeting scheduled to be conducted on 22nd August, 2013, The said notice was delivered to the 1st Petitioner on 14th August, 2103. 62. At the meeting convened on 22nd August 2013, the 1st Petitioner attended and submitted a letter dated 22nd August 2013 purporting to compl .....

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d August 2013 and wherever a dissent was made, the same was duly recorded in the minutes. 63. Having regard to the respect held by all the family members and in tact, the entire Biological R Family, the Directors of the Company viz., 2nd to 4th Respondents, who are also the daughters of the 1st Petitioner, discussed these issues with the 1st Petitioner personally and sought to impress upon the 1st Petitioner that it would not be in the best interests of the 1st Respondent Company to appoint her .....

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er, 2013, when the 1st Petitioner continued to reiterate the incorrect and unfounded allegations about the 1st Petitioner not having knowledge of the will executed by the 1st Petitioner's late husband, the 5lh Respondent addressed a communication to the 1st Petitioner on behalf of the 1st Respondent Company on 3rd October, 2013 in which, the 5th respondent referred to the 1st Petitioner's knowledge of the Will and the transmission of shares by the board in favour of the 2nd respondent. 6 .....

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e director of the company, which stand is entirely contradictory to the stand being taken by the 1st Petitioner in this company petition. 67. However, since the allegations against the 1st Respondent Company continued in a persistent form, the 1st Respondent Company, on 30rl1 October 2013, was constrained to send a detailed reply letter to the 1st Petitioner placing the true facts on record and dealing the allegations made against the Respondent Company. In the said letter, the P1 Respondent Com .....

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he said suit, the 1st Petitioner has, among others, sought for a declaration that she is absolute owner of all the shares of her late husband in the 1st Respondent Company, based on the alleged will. At the same time, alternatively, the 1st Petitioner also sought reliefs in the nature of a declaration that she is the owner of 1/2 shares of 1/4th shares in the shares of her late husband in the 1st Respondent Company. 69. It is submitted that in the said suit, the 2nd Respondent have filed their w .....

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us materials, has filed the instant Company Petition. The present Company Petition is one such desperate attempt on the pan of the 1st Petitioner to pressurize the Respondents to appoint the 1st Petitioner as Executive Chairman and permit her to continue as Executive Director. This Petition is not maintainable and the 1st Petitioner has no cause to tile the present petition, 71. The 3rd and 4th Respondents also failed Counter to the petition. Shri Arun Katpalia, learned Senior Counsel for the re .....

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present case. the paid up share capital of 1st Respondent is ₹ 4,95,00,000 (Rupees Four Crores Ninety Five Lakhs only) and the total number of its members are 14. In the present Company Petition, the C Petitioner holds 28143 shares, constituting only 5.68% of the paid up share capital and who, on her own, constitutes less than one-tenth of the number of members. Therefore, ex-facie, P1 petitioner cannot maintain the petition on her own. The 1st petitioner, being fully conscious of this le .....

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action in this regard. 72. It is submitted that the Mahima Trust, was constituted under an indenture made on 8:h December, 1980 for the exclusive benefit of 2nd respondent, who was and is the sole beneficiary thereunder. The initial term of the Trust was till the 2nd respondent was to attain the age of 18 (which event occurred on 1995), but which term was subsequently extended till the year 2010 by a Modification Agreement dated 16th July, 1995. A copy of the Deed of Trust dated 8lh December. 1 .....

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e on any matter notwithstanding that the Trustee so voting may be interested but no trustee shall vote on any matter in which he or she may be interested. If the Trustees hereby constituted or any of them or any Trustee or Trustees appointed as provided in this Deed shall die or leave India for more than three consecutive years or desire to be discharged or refuse or become unfit or incapable to act, then and in very such case. It shall be lawful for the surviving or continuing Trustees or Trust .....

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..PROVIDED HOWEVER: The number of Trustees of these presents will never be less than two.. ". "DURATION OF THE TRUST: The trust shall remain it, force for and upto 31.03.2010 and thereafterwards it shall get duly extinguished. Upon the extinguishment of the trust the trustees shall ascertain the amount dm to each one of the beneficiaries and pay the same to them under proper receipt. Upon the extinguishment of the trust the immoveable properties of the trust if any shall be held by the .....

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Trusts where we three are jointly or severalty are the beneficiaries, more particularly after the death of our father Dr.Vijay Kumar Oath who as a Trustee. Additionally, each of the Trusts have completed their vesting dates, and as such all monies, assets both moveable and immoveable must be passed along to the beneficiaries along with a detailed accounting of the same. As a Trustee you are aware of the fiduciary responsibility you have towards the beneficiaries and actions that go contrary to t .....

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ture of Trust were the same as that of Mahima Trust and the term of this Trust too was extended to March, 2010 by a Modification Agreement dated 31st March 1992. Unfortunately, these respondents do not have a copy of the Indenture Trust dated 23rd December, 1974, as the same is in the power and possession of the 1st Petitioner, but they fortuitously do have a copy of the Modification Agreement dated 31st March, 1992. 75. A bare perusal of the Trust deed, especially the clauses set out above leav .....

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ut prejudice to the foregoing, in any event, a bare perusal of the petition also leaves no manner of doubt that there is a clear conflict of interest between 1st petitioner and 2nd respondent and, therefore, the 1st petitioner is incompetent to act as a Trustee under the General Law of Trusts and specifically under Clause 6(xi) of the Deed of Trust. 76. In view of the aforesaid, it is manifest that the present Petition filed by a single shareholder, namely the 1st petitioner, who admittedly neit .....

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oing, the Petition, even otherwise, merits dismissal and rejection as the - (i) 1st petitioner has approached this Hon'ble Board with unclean hands; (ii) Petition discloses no cause of action; (iii) Petition is barred by law (iv) Petition is hit by the principles of estoppel and acquiescence. 77. It is well settled law that he who seeks equity must come to the Court with clean hands and any litigant, who approaches the Court making false statements or conceals material documents, pollutes th .....

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ns false, the same are belied by the 1st petitioner's letter dated 15.4.2013. Additionally, as pointed out, the 1st petitioner has also concealed the following documents, the disclosure of which makes the present petition incompetent in view of Section 399 of the Act, 1956. (i) Trust Deed dated 23rd December, 1974 (ii) Trust Deed dated 8th December, 1980 (iii) Agreement for Modification dated 31st March, 1992 (iv) Agreement for Modification dated 16th July, 1995 78. It is further submitted t .....

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resent petition, apart from being mis-founded and mis-conceived, both in law and on fact and disclosing no cause of action whatsoever, is also barred by the principles contained in Order II Rule 2 of the Code of Civil Procedure, sub-rules (2) and (3) of which stipulates as under:- "..(2) Relinquishment of part of claim - Where a plaintiff omits to sue in respect of, or intentionally relinquishes, any portion of his claim, he shall nor afterwards sue in respect of the portion so omitted or r .....

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f Directors and composition of the Board. She made no grievance nor raised any issue in relation to transmission of shares which also took place at the meeting on 10th April, 2013. Therefore, in terms of the provisions of Order 11 of CPC, if the 1st petitioner had any grievance in relation to transmission of shares effected on 10th April, 2013 she should have included that in her purported claim as contained in Company Petition No.1 of 2013, which she admittedly omitted to do. The 1st Petitioner .....

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impugning the appointment of 2nd Respondent as the Managing Director and the appointment of 3 and 4th Respondents as Directors of the Company on the alleged plea that the business transacted at the meeting held on 9th, 10th and 11th April. 2013 is bad in law as allegedly there was no requisite quorum. It is thus, the case of the P1 petitioner that the appointment of the 3rd respondent is bad as on 9th April. 2013 there was no adequate quorum. On the basis it is the case of the 1st petitioner th .....

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that even if the 1st petitioner had any grievance with regard to the appointments to made, she waived all such grievances and fully acquiesced in those appointments as would be evident from her letter dated 15 April, 2013, which letter she has malafidely concealed from this Hon'ble Board. Even otherwise the Petition failed to make out any cause of oppression or mis management in as much as the Company's Business and performance has improved manifold under the present management. In fact .....

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fall within the exclusive jurisdiction and domain of the Hon'ble High Court and therefore, this Hon'ble Board does not have the jurisdiction to examine these issues. 82. The Petition is another malafide attempt into coercing the Respondents to make the 1st Petitioner Executive Chairman of Respondent No.1. The genesis of the trouble of this Petition and other false cases lies in the 2nd 3rd and 4th Respondents not being agreeable to appoint the 1st Petitioner as the Executive Chairman of .....

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as his natural successor, to the knowledge of one and all for the past two decades. The 1st petitioner, however. was adamant and when she found the Respondents standing firm on their resolve to act in the best interests of the 1st respondent company, she became extremely vindictive and in an attempt to coerce and browbeat the 1st petitioner adopted multi-pronged approach. Firstly, the 1st petitioner tried to divide 2nd, 3rd and 4th respondents. She couldn't succeed in her design. Secondly, .....

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nst family members and the independent Director only because the family members and the independent Director only because the family did not agree to appoint her as the Executive Chairman. S. No. Case Court/Authority Remarks 1 Police Complaint against G.V. Rao filed on 12.11.2013 Police Station, Sultan Bazar, Hyderabad It is found that it is a false case 2 Company Petition No. 1/2013 filed on 13.11.2013 CLB, Chennai Dr. Renuka Datla withdrew on 22.7.2014 3 False Complaint (lodged with governor) .....

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Magistrate Court at Hyderabad It is represented that it is a false case 8 Company Petition No.36/2014 filed on 1.8.2014 CLB Chcnnai This Hon'ble Court did not find any merit in her contention and rejected her interim prayer Dr. Renuka Datla has not filed any appeal before the High court at Hyderabad 9 False Police Complaint (before Maheswaram Police Station 13.9.2014) Against 6th and 7th Respondents It is represented that it is a false case 10 False police complaint filed before Shamshabad P .....

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- In the matter of Vedakannu Nadar and others v. Nanguneri Taluk Singikulam - on the point of Trustee. (iii) Manu/SC/0052/2005 - In the matter of Sangramsinh P. Gaekwad and others v. Shantadevi P. Gaekwad (Dead) - through LRs. -Para 244 (iv) Manu/KA/0101/1991 - High Court of Karnataka - In the matter of Srikanta Datla Narasimha Raja Wadiayar v. Shri Venkateswara Real Estate Enterprises Private Limited. (v) Manu/SC/0192/1994 - In the matter of S.P, Chengalvaraya Naidu v. Jagannath Shri Niranjan R .....

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the counter by the 5 Respondent, the Bench inclined to take on record the statements made in the counter affidavit. It is stated in the counter that the R1 Company has not amended the Articles illegally as contended by the petitioner. Having voluntarily participated in the AGM held on 18.12.2013, which was fully in compliance with the provisions of the Companies Act it is now not open for the 1st petitioner to contend otherwise. In any event, all the resolutions in the said AGM were passed in ac .....

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d at the AGM have attained finality 85. It is stated that after the demise of late Dr. Vijay Kumar Datla and in tune with the discussions held amongst family members during the family meetings, to some of which the 5th respondent was a party, it was agreed by the 1st petitioner and all the other family members unanimously to complete the transmission of shares of Dr. Vijay Kumar Datla in favour of Ms. Mahima Datla in accordance with the testamentary will of Dr, Vijay Kumar Datla and to also appo .....

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as directors and make the 2nd respondent the Managing Director of the 1st respondent company as also to transmit shares in favour of the 2nd respondent belonging to the late Dr. Vijay Kumar Datla in terms of his will dated 14.2.2005 in favour of the 2nd respondent. All these meetings took place with the consent of the 1st petitioner and this respondent had personally notified the 1st petitioner of the conduct of the each of these meetings. Having therefore been fully appraised of and having con .....

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en members of the promoter family, respondents nos. 2 to 4 were to be inducted as Directors to the Board of the 1st respondent company and the 2nd respondent was also to be appointed as Managing Director of the company. In the said circumstances and so as to permit the freshly constituted Board to conduct the affairs of the Company, it was felt appropriate that this Respondent should offer to step down from the post of Director, Accordingly, a letter dated 06.04.2013 was sent by this respondent .....

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nue as a director and accordingly withdrew his resignation by a letter addressed on 08.04.2013 itself. I then received two copies of the acknowledged withdrawal letters out of which one was acknowledged by the 1st petitioner herself and the other was acknowledged by the then company secretary. Thereafter, after having notified all concerned and in accordance with the wishes of the family members of the Late Dr. Vijay Kumar Datia, this respondent facilitated a valid and a lawful induction of Resp .....

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ness and the company was shifted to 2nd Respondent by Late Dr. Vijay Kumar Datla in view of his advancing age and with a vision to groom and establish the line or succession in the conduct of business, The V Petitioner was always officiating only as a Director and did not at any point of time participate in the actual conduct of business. 87. It is stated that Late Dr. Vijay Kumar Datla had executed his Will on 14th February 2005 in the presence of this Respondent and another senior officer of t .....

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nd all in the family, the Company and in the entire business community and public. 88. Further, in accordance with the succession plan devised by the Late Dr. Vijay Kumar Datla, the Respondent No. 2 was progressively groomed to take over the management of the Company and the same is also reflected in the Will dated 14-2-2005 executed by the Late Dr, Vijay Kumar Datla in accordance with which shares have been transmitted in favour of the 2nd Respondent. This Respondent, being one of the attestors .....

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he factum of the alleged will bequeathing the properties in favour of the 1st Petitioner was not brought to the notice of this Respondent earlier. 89. As has already been informed, Board Meetings were held in quick succession on 9th, 10th and 11th April, 2014 so as to carry out the scheme of succession in respect of the affairs of the 1st Respondent Company. The same had the stamp of approval of all the family members of the Late Dr. Vjjay Kumar Datla and were held after having put the 1st Petit .....

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itioner was constrained to initially appoint the A01 Respondent as an Additional Director on 09.04.2013 and thereafter appointed the remaining daughters of the 1st Petitioner as Directors. Such a course of action was adopted with the consent of the 1st Petitioner on account of the exigencies of the situation. 90. This Respondent's resignation cannot be relied on once his withdrawal letter has been acted upon by the 1st Petitioner herself and the same has been accepted. The fact that the said .....

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e company on 06.04.2013 is also falsified by the letters written to me by the 1st Petitioner on 19th and 20th October, 2013 referring to me as an independent director of the company. This very conduct of the Petitioner disentitles the Petitioner from contending otherwise. It is submitted that. I continue to be director of the company and all the meetings on 9th 10th and 11th April, 2013 and thereafter were held in accordance with the established practices as the Respondent Company and with the p .....

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ointments the 1st Petitioner cannot now conveniently plead ignorance of the said happenings. Therefore, once the said meetings took place with the full and active knowledge of the 1st Petitioner, it is unfair to contend that the minutes have been manufactured by the answering Respondent, It is, however, to submit that shares belonging to the Late Dr. Vijay Kumar Datla were transmitted in favour of the 2nd Respondent on the production of his will whereby he has bequeathed all his shares to the 2n .....

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AGM on 18.12.2013; no objection can be raised at this stage with regard to the validity of the same. The Board of the Respondent Company made a departure from past practice and for the first time sent a written notice to the 1st Petitioner intimating her of the convening of a Board Meeting on 22.08.2013, To the best of the answering Respondent's knowledge, the Petitioner for the first lime pleaded ignorance of the Will executed in favour of the 2nd Respondent only fn August 2013. In any even .....

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the 1st Petitioner on 03.10.2013 in response to her letter served on the Board of Directors on 25th September, 2013. In the said letter, I adverted to the fact that I have been on the Board of the company for a substantial period of time and having seen the company grow exponentially under the leadership of late Dr. Vijay Kumar Dalla, I requested the 1st Petitioner to refrain from raising frivolous and vexatious issues at the Board meetings and instead, requested her to support the company and h .....

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betraying the trust of her children and of her late husband and that she should refrain from behaving in a manner which would bring disrepute to the family. In view of the reasons it is stated in the counter that the petition may be dismissed. 94. Heard the 1st petitioner in person, the learned Counsel appeared for the petitioners and the learned Senior Counsel appeared for the respective parties. perused the pleadings, documents and citations relied upon by them. After analyzing the pleadings .....

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ether the transmission of shares to an extent of 4,00,961 equity shares held by (Late) Dr. Vtjay Kumar Datla in favour of the 2nd respondent is in accordance with the Articles and Law? (iv) Whether the AGM conducted on 18. 12.2013 is legal and valid? (v) Whether the acts of respondents are oppressive to the petitioner and whether the respondents have committed any acts of mismanagement in the affairs of the R1 Company? (vi) To what extent (family relationship in a company, whether the respondent .....

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1 to 14 extracted hereunder:- " ORDER Date of the Order 03.05.2016 This Bench by its Order dated 21.04.2016 fixed the dates for final hearing of the main Company Petition being C.P.No.36/2014 i.e. on 02.05.2016 and 03.05.2016 at 10.30 AM continuously for two days to hear the parties and dispose of the matter as per the directions of the Hon 'ble Supreme Court. As per the date fixed the matter has been listed on 02.05.2016 at 10.30 AM for final hearing. 2. While so, the petitioner filed .....

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ence of events from the records regarding the posting and completion of pleadings and posting the C.P.No.36/2014 for hearing in view of the Memo filed by the petitioner seeking adjournment for one or the other reason :- (a) The Bench vide its order dated 16. 11.2015 directed (he parties to complete the pleadings within a period of three weeks and the matter is posted for hearing on 16.12.2015 at 10.30 AM. (b) On 16.12.2015. the Bench directed to fist the matter for hearing/arguments on 18.01.201 .....

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016. the matter has been posted for hearing on 16.03.2016 at 10.30 AM and the Bench has imposed a cost of ₹ 5.000/-for non-filing of rejoinder by the petitioner. (e) On 15.03.2016. the matter has been adjourned and posted on 17.03.2016 at 10.30 AM for hearing, at the request of petitioner (f) On 22.03.2016, the matter has been adjourned again at the request of petitioner and posted on 24.03.2016. (g) On 24.03.2016, after hearing the parties the CP is posted on 06.04,2016 at 10.30 AM for fi .....

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enting the petitioner requested the Bench to post the matter in the first week of May enabling him to commence his arguments. The petitioner present in person also requested this Bench to grant short adjournment of the matter. The Senior Counsel appeared for the respondents vehemently opposed grant of adjournment and stated that the matter is posted today for final hearing of CP and requested the Bench not to adjourn the matter. The Bench after hearing the parties specifically at the request of .....

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s orders on the basis of pleadings. 4 The respondents have filed their counters to the petition and the petitioner filed rejoinder to each counter. Thus all the pleadings have been completed in the matter. 5 As per the date fixed, the matter is posted on 02.05.2016 at 10.30 AM for hearing. 6 Initially, when the matter was called for hearing, neither the petitioner nor the Counsel present in the Court. Shri P.S Raman, learned Sr. Counsel appeared for the respondents submitted that the CLB is gove .....

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ither dismiss the petition or the application for default or hear and decide the same ex-parte ", 7. Learned Senior Counsel for the respondents submitted that neither the petitioner nor the Counsel present and the CP need to be dismissed for default. He however submitted that they are ready to commence their arguments on the merits of the case and commenced his arguments on maintainability of the petition and on other factual aspects. 8. During the course of arguments of Shri P.S. Raman, th .....

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d submitted that the petition cannot be dismissed on the point of maintainability and argued on other points. 9. After completion of the arguments by the learned Senior Counsel for the respondents. Shri C Rama Chandra Raju. learned Counsel representing the petitioner submitted and reiterated that the petitioner had filed a civil revision petition before the Hon'ble High Court at Hyderabad and submitted that as per Order 17 Rule 1 of CPC, the Court may gram time and adjourned the hearing. He .....

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to dispose of the proceedings before this Bench. The Bench (CLB) will abide by the directions of the Hon'ble Supreme Court. 10. Shri S. Niranjan Reddy. learned Counsel appeared for the Respondent No.4 submitted that as per Order 41 Rule 5 of the CPC, an appeal shall not operate as a stay of proceedings under a Decree or Order Appealed from. He submitted that as per Order 17 Rule 3 of the CPC, the Court may proceed not withstanding either party fails to produce evidence etc. Rule 0) of Order .....

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mitted that the petitioner has not shown sufjicient cause for grant adjournment. He submitted that several opportunities have been given to the petitioner to commence their arguments, however the petitioner for the reason best known to her failed to commence their arguments and try to seek adjournment only to protract the litigation and harass the respondents. He concluded his arguments in the matter and requested the Bench to pass the orders. 11. Shri Arun Katpalia, learned Senior Counsel appea .....

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d grant time to the petitioner, Even this Bench imposed a cost of Rs, 5,000/-for nonfiling of Rejoinder within the time. I am of the considered opinion that the Petitioner is seeking adjournment for one or the other reason only to protract the litigation. I am in disagreement with the submissions made by the Counsel representing the petitioner for grant of any adjournment and the Bench will abide by its own orders passed on 21.04.2016. It is an admitted fact that there is no stay from any Court .....

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ring to comply with the directions of the Hon 'ble Supreme Court. The petitioner is a party to the proceedings before the Hon 'ble Supreme Court and the petitioner shall bound by the order of the Hon'ble Supreme Court and should have cooperated with this bench in honouring and complying with the directions in true spirit. It is reiterated that the Bench had given ample opportunity to the petitioner and every date of hearing the Bench had specifically stated that the matter is posted .....

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and 03.03,2016. Having given assurance to commence his arguments on 02.05.2016 and 03.05.2016, the Counsel for the petitioner took a different stand. 13. In view of the reasons as stated above, the Bench as per its order dated 21.04.2016 heard the petitioner and the respondents on 02.05.2016 and closed the arguments. Accordingly, the C. P.No. 36/2014 is reserved for orders and will pass Orders on basis of pleadings and documents available with the Bench. 14. The Bench inclined to afford opportun .....

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,2015 in Para 52 held as under: - "52. In the wake up of the above, we feel persuaded to Interfere with the impugned decision of the High Court, without observing any final opinion on the merit of the contrasting assertions. In our comprehension, having regard to the relief provided by the CLB by its order dated 06.08.2014 to the parties, it ought to be left to decide (he petition on merits after affording them a reasonable opportunity of furnishing their pleadings. As in the course of hear .....

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plain in this regard. This indeed ought to be in accord with the letter and spirit of the undertaking offered by the Board of Directors to the CLB. The respondent No. 1 too would cooperate in the day to day management of the affairs of the company in her said capacity. The existing Board of Directors would also abide by the undertaking as recorded in the order dated 06.08.2014 of the CLB qua the alienation of assets of the Company. The set-up of the Board of Directors and the arrangement vis-a-v .....

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the lingering family discord in the overall well-being of the company and its constituents." It is pertinent to mention herein that the Petitioners have filed an application being CA.No.1/2016 seeking amendment to the CP filed on 31.07.2014 by incorporating certain paragraphs to the pleading as well the main and interim reliefs. The learned Counsel for the respondents submitted that seeking amendment is only a dilatory tactics to delay the hearing of the petition. The respondents have cont .....

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the main petition i.e. from Para (i) to (vii) and stated Para (viii) can also be allowed subject to the objections of the respondents. The petitioner have filed an amended company petition on 05.04.2016 and the Bench deciding the matter taking into consideration the averments made in the amended petition including the main reliefs. It is reiterated that after hearing the parties, the Bench inclined to dispose of the main petition itself and the question of taking up the interim reliefs at this .....

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s by 16.05.2016, the Bench will deem that no written submissions are tiled. In pursuance of the above directions the respondents have filed their written submissions in the registry on 13.05.2016. However, the petitioners have not filed any written submissions in the Registry and the Bench considered the pleadings and oral submissions made by the Counsel for the Petitioner and the 1st petitioner. I spent considerable time to read each and every page of voluminous pleadings filed by the respectiv .....

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panies Act, 1956 including Section 111A of the Companies Act, 1956 and Section 58/59 of the Companies Act, 2013 which relates to rectification of register of members alleging certain acts of oppression and mismanagement in the affairs of the Company. Thus according to the petitioners, the present petition appears to be a composite petition one is tiled for seeking rectification of register of members and other against the acts of oppression and mismanagement in the affairs of the Company by the .....

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shares held by (late) Dr. Vijay Kumar Datla to the 2nd respondent as illegal, null and void and consequently sought rectification of the register of members by ordering the transmission of above shares in favour of the first petitioner. Except the said relief there are no other reliefs sought by the petitioner with regard to enforcement of Section 111A and Section 59. With respect to the claim of transmission of 4,00,961 shares in favour of the petitioner, the petitioner filed suit being O.S 184 .....

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the plaintiff (petitioner) by way of mandatory injunction. Further the petitioner sought declaration that she being a spouse is owner of half of the shares held in the name of (Late) Dr. Vijay Kumar Datla in defendant No.4 to 13 and further sought declaration that the petitioner is owner of 1/4th of the remaining shares standing in the name of the late husband of the petitioner. Along with the plaint Schedule A which is enclosed, wherein the 400961 shares also mentioned in the said Schedule. It .....

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being prior in point of time the petitioner cannot seek the said relief in this petition. Accordingly, the said relief is rejected and I hold that the petitioners cannot seek the aid of Section 111A, Section 58 and 59 of the Companies Act. Thus the petitioners cannot take a stand that the petition is a composite petition filed under Section 111A. Section 58/59 and other provisions of the Companies Act. The Bench will treat that the petition is filed under Sections 397/398, 402, 403, 404 and 406 .....

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f shareholders and (ii) Number of shares. The petitioner in her petition has stated that she hold 32,808 shares constituting about 6.63% of the paid up share capital of the Company, Even according to the petitioner the Company has 13 shareholders. On the other hand the stand of the respondents is that the 1st petitioner holds 28,143 shares constituting only 5.68% of the total paid up share capital of the Company, As stated supra the present petition is filed on 31.07.2014 and this Bench invariab .....

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the trustee has no locus standi to tile the petition. The respondents have filed the additional documents where from it is evident that the 1st petitioner has been injucted by the Hon'ble Civil Court vide its orders dated 07.08.2015 made in I.A.748/2015 in O.S.No.599/2015 in respect of Purnima and Indira Trust (2nd petitioner herein) and LA.749/2015 in O.S.No.598/2015 in respect of Mahima Trust (3rd petitioner herein) from acting as Trustee for the aforesaid two Trusts. In both the cases, th .....

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operating against the petitioner from acting as Trustee. Therefore, the 1st petitioner cannot act as a trustee of the petitioner No. 2 and 3 and even otherwise there is no authorization by the said trusts to acts on its behalf. Therefore, the petitioner has no locus standi to file the petition on behalf of the 2nd and 3rd petitioners. Further, the beneficiaries of the trusts are the 2nd to 3rd respondents herein and they have addressed a letters dated 04.12.2013 directing the 1st petitioner to .....

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eir vesting dates, and as such ail monies, assets both moveable and immoveable must be passed along to the beneficiaries along with a detailed accounting of the same. As a Trustee you are aware of the fiduciary responsibility you have towards the beneficiaries and actions that go contrary to the responsibilities will attract personal liability upon yourself Therefore, we urge you to desist from acting as a Trustee and immediately settle the monies, assets both moveable and immovable to us. Faili .....

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ication agreement dated 16,07.1995 was extended to till the year 2010. In any event as per the letters addressed by the beneficiaries, the first petitioner cannot continue as trustee by virtue of orders of the Hon'ble Civil Court and has no locus standi to continue as trustee. Therefore the petitioner cannot lake the support of 2nd and 3rd petitioners Trust as petitioners along with the petitioner for the purpose of maintaining the petition, Even as per Section 51 of the Indian Trusts Act, 1 .....

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ompany has 13 shareholders as on 30.09.2011 even without taking into the additional members of the Rl Company. From the documents it is evident that the Rl Company is having 14 shareholders as on the date of filing of the petition. Accordingly, the first criteria i.e. 1/10 of the shareholders to maintain a petition is not fill filled. Even the petitioner as per her own averments as made in the details of shareholding she is holding 32.808 shares constituting 6.63% of the paid up share capital of .....

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address and deal with the other issues to give a quietus to the lingering litigation. Issue No. (ii) Now I am dealing with the issues (ii) (a) Resignation of R5 as director and withdrawal of the same The main controversy arose after the death of the then Managing Director i.e. Dr. Vijay Kumar Datla, who died on 20.03.2013. The Rl Company is a unlisted public Company and the Company was having three directors on the board of the R1 Company i.e. the P1, (Late) Dr. Vijay Kumar Datla and R5. After .....

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4.2013. It is stated that after the demise of Dr. Vijay Kumar Datla, there was discussion amongst the family members regarding further course of action of the Rl Company due to sudden demise of Dr. Datla. The respondent No. 5 seems to be present during the discussions of the family members and it was agreed by the P1 and all other family members unanimously to appoint R2 as Managing Director of the Rl Company and R2 to R4 be inducted as additional directors to the board of Rl Company. The family .....

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family members of (Late) Dr. Vijay Kumar Datla including the PI had personally requested the R5 to continue officiating as Director. On such a request the R5 agreed to continue as director and withdrew his resignation vide his letter dated 09.04.2013 directly handed over to the PI. I have perused the letter dated 09.04.2013 of the R5 addressed to the Board of Director whereby he stated that he would like to continue as a member of the board and thereby withdrawing his resignation letter dated 0 .....

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etitioner that the R5 after his resignation cannot continue as a director is far from the facts. The P1 did not accept the resignation and being the only senior member of the board did not take any steps even filing of Form 32 showing cessation of R5 as director with the concerned authorities. It appears that the P1 asked the R5 to continue as director of Rl Company. Further the PI has not taken any steps to call for the EOGM for appointment of directors to fulfill the requirement as per the Art .....

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enuka Datla (P1) for convening a board meeting to take on record the sad and sudden demise of Dr. Vijay Kumar Datla and the necessity of 111 ling up the casual vacancy arose on account of his death. It was resolved that the R4 i.e. Dr. Indira appointed as director in the casual vacancy arisen on the demise of Dr. Vijay Kumar Datla. After the said appointment the Company will have three directors which meet the requirements of Law, As per Article 123 of the AOA of the company the board has the po .....

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sary steps for adhering to and in compliance with the provisions of the Companies Act. (c) Board meeting dated 10.04.2013 The Company held its board meeting on 10.04.2013 at 11 AM in which meeting the R5 and the R4 were present. Apart from directors the sons-in-law of the P1 were also present as invitees. The Rl took the chair to conduct the proceedings. It is recorded that the P1 did not present in the meeting. The minutes of the previous board meeting dated 09.04.2013 were con finned in this m .....

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riginal WILL was tabled. The WILL came into effect from 20th March 2015 i.e. date of death of Dr. Vijay Kumar Datla. As per the provisions of Section 109 of the Companies Act, 1956 the shares need to be transmitted to Ms. Mahima Datla as per the documents submitted to the Company. The Hoard after having satisfied the authenticity of the WILL, decided to take on record for implementing the transmission of shares in favour of Ms. Mahima Datla and unanimously passed the following resolutions:- &quo .....

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ntly contended that the husband of the petitioner (Late) Dr, Vijay Kumar Datla bequeathed all his properties including the shares in her favour. Admittedly, the petitioner filed a suit before the Hon'ble Civil Court being O.S. No. 184/3004 seeking a declaration that she is the absolute owner of the shares to an extent of 4,00,961 shares or in the alternate 1/4th of the shares. As staled in the issue No. (i) supra the said suit is pending before the Hon'ble Civil Court, Therefore, this Be .....

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ransfer of shares one has to comply with the provisions of Section 108 of the Companies Act, 1956. In the present ease it has been categorically stated that the provisions of Section 109 of the Companies Act, 1956 has been complied with. Section 109 of the Companies Act specify "A transfer of the share or other interest in a company of a deceased member thereof made by his legal representative shall, although the legal representative is not himself a member, be as valid as if he had been a .....

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ly convened board meeting and the 1st petitioner is aware of the said board meeting and there is no challenge to the said board meeting until C.P. No. 1/2013 is tiled before this Bench under Section 409 of the Companies Act, 1956. (d) Board meeting dated 11.04.2013 The board of directors of the Rl Company viz. R5, R2, R3 & R4 attended the board meeting held on 11.04.2013. In the said board meeting the 2nd respondent was appointed as Managing Director of the Company and caused effect of trans .....

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conditions as the Board thinks fit, subject to the restrictions contained in these Articles the Board may be resolution vest in such Managing Director or Managing Directors such of the powers hereby vested in the Board generally as it thinks fit, and such powers may be made exercisable for such period, or periods and upon such conditions and subject to such restrictions as it may determine. The remuneration of a Managing Director may be by way of monthly payment, fee for each meeting or partici .....

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ppointment of 2nd respondent as MD till C.P. No.1/2013 is filed. Even the 2nd respondent was working with the Company for the past 16 years prior to appointment as Director and Managing Director. She worked in various capacities including beading the important vaccine division. She was instrumental in executing the modern biotech plant. It is also slated that the R2 executed several international contracts and successfully handled various foreign collaborations. The R2 received several national .....

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ce of the board of the Rl Company and appointment of 2nd Respondent as Managing Director of the Rl Company and the 3rd and 4nd respondents as directors of the Company. It is also staled that the Petitioner took the initiative of circulating the said letter. The 1st Petitioner herself made appropriate additions and edits in the said letter personally before circulating the same. It is unfortunate that the 1st Petitioner suppressed such an important communication. In view of the importance of the .....

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row and prosper under my husband's leadership. I have witnessed the goodwill and commitment he shared with his team. The entire BE family have stood by him through good and had and for this, I am eternally grateful. Although the leadership of Vijay was instrumental in cultivating BE, we must continue to evolve and grow, in order to prosper further. Today I feel proud to share with you the news of the appointment of my three daughters Purnima, Indira and Mahima to the board of BE. As you are .....

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ace to mention that the petitioner earlier filed C.P. No. 1/2013 before this Bench under Section 409 of the Companies Act, 1956 arraying the company and three daughters and the 5th respondent herein also arrayed as 5th Respondent therein. The petitioner also made similar averments in the said CP including the board meetings held on 9th, 10th and 11th April, 2013 and Resignation of R5. The respondents also contended therein that the R1 Company is having 14 shareholders and the meetings were held .....

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over 15 years and introduced her in the capacity as MD of R] Company. Further the petitioner No. l seeking the blessing and guidance for R2 on the eve of taking new responsibility, itself shows that she has laid a clear road map for future of the Company. After the appointment of R2 as MD, the electronic and print media have widely circulated the appointment of R2 as MD. Further the petitioner No. 1 participated in a meeting along with Mr. Bill Gates, founder of Microsoft during his visit to the .....

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, 07.10.2013, 08.10.2013, 19.10.2013 and 20.10.2013. I am of the view that it is only an afterthought that the desire of the petitioner lo become as Executive Chairperson of the Company was not agreeable to the members of the board. It is evident form the letters dated 19.10.2013 and 20.10.2013, the petitioner in her letters addressed to the Company clearly mentioned the name of R5 and his position as Director. It is seen that the petitioner and the R2 to R4 vide their letter dated 24.05.2013 ad .....

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In the said meeting 4594 shares have been devolved and the petitioner got 1,148 shares. It is evident from the above letter dated 24.05.2013 that the petitioner has the knowledge of all the prior board meetings and it could be concluded that the said meetings are within the knowledge of the Petitioner and with her consent. Further the respondents have sent a notice dated 14.08.2013 to the petitioner informing her, the conduct of the board meeting to be held on 22.08.2013. One of the agenda item .....

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he petitioner. Issue No. (iii) Transmission of shares to an extent to 4.00,961 equity shares Regarding transmission of above shares, I have dealt extensively on earlier paragraphs. The transmission of shares took place in the board meeting held on 10.04.2013. Further the petitioner already filed a civil suit being O.S. No. 184/2014 on the file of 24th Additional Chief Judge, City Civil Court at Hyderabad against the Rl to R4 respondents and others. The petitioner among other reliefs sought a dec .....

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of 400961. The suit was filed on 28.02.2014 i.e. prior to filing of the present company petition. It is apt to mention that the Hon'ble Supreme Court directed the Civil Court to dispose of the Suit. I am of the view that the petitioner cannot ask for any declaration in respect of the above shares before this Bench since the same is subject matter of the Suit being O.S. No. 184/2014. Even otherwise the claim of the petitioner is inheritance of the above shares and the same is in civil nature .....

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in particular having read to the fact that the said question is pending adjudication in a duly instituted civil Suit". The above judgment is squarely applicable to the facts of the present case. Accordingly, the issue No. (iii) is answered against the petitioner. Issue No. (iv) AGM held on 18.12.2013 The Company held its 60th AGM on 18.12.2013 to comply with the statutory requirement of law. The petitioner in C.P. No. l/2013 prayed this Bench to stay the 60th AGM scheduled to be held on 18 .....

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on the equity shares, the appointment of director viz. the 5th Respondent, who was retiring by rotation pursuant to Section 256 was re-appointed as Director and re-appointment of auditors and the R2. R3, R4 were elected as directors pursuant to Section 257 of the Act by the shareholders of the Company and the R2 appointed as Managing Director and the R4 appointed as whole lime director and even the resolutions were passed for fixation of the remuneration of the directors. It is relevant to menti .....

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the Bench dismissed the C.P. No. 1/2013 as withdrawn. Pursuant to the withdrawal of CP, the order of this Bench dated 17.12.2013 becomes infructuous. It is most important that the petitioner took part in the said AGM and having acquiesce, the above facts the petitioner is estopped from raising the same issues time and again. Thus the appointment of Respondents as directors attained finality and the fact proves that beyond reasonable doubt that the petitioner herself acquiesce the board meetings .....

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lved in the said AGM by the members not to fill the vacancy caused due to retirement/rotation of petitioner who has not offered herself reappointment for furnishing her consent as per Section 152(5) and Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2013. However, in the light of the undertaking given by the Company and its directors to the Company Law Board in C.P. No.36/2014, her continuation (and/or subsequent cessation) as a director shall be subject to further o .....

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of events it is an admitted fact that the company is in regular in conducting the AGMs and the same is in due compliance of Law. Accordingly the issue is answered against the petitioner. Issue No. (v) The present petition is filed before this Bench alleging certain acts according to which is oppressive to the petitioner and sought various reliefs as detailed above. The petitioner consequent to the averments made in the petition sought the reliefs as prayed in Para S of the petition. After culmi .....

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ers. The intention of the legislature is that majority shareholders, who oppress the minority shareholders and conducted the affairs in a manner prejudicial to public interest, may invoke the jurisdiction of Company Law Board under Section 397 of the Act. In the present ease, admittedly the company is having 14 shareholders and the company is a closely held unlisted public company managed by the family members. Until the death of the then Managing Director i.e. Dr. Vijay Kumar Datla the Company .....

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n an order could be made on application made under sub-section (1), if the court is of the opinion that (i) the company's affairs are being conducted in a manner prejudicial to public interest or in a manner oppressive of any member or members and (ii) the facts would justify the making of a winding up order on the ground that it was just and equitable that the company should be wound up and (iii) the winding up order would unfairly prejudice the petitioners. There is no iota of evidence pla .....

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c interest or in a manner prejudicial to the interest of the company, may invoke the jurisdiction of this Bench under Section 398 of the Act. It is evident from the documents that the 1st respondent Company is a profit making company and one of most successful vaccine companies in the country. From the balance sheet it reflects that the company made a profit before tax of ₹ 497.18 crores for the financial years 2014-15, which is more than the cumulative profit earned in the entire sixty ye .....

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the board meetings held on 9th\10th and 1 llh April, 2013, alleging that the Will dated 14.02.2005 is a fabricated document, alleging that the respondents look illegal control by changing the board composition, the aftermath resignation of R5, demerger of the company and challenge to the 601h AGM dated 18.12.2013. Though the petitioner has made the averments in the pleadings, she has not produced any documentary evidence to prove that the same is burdensome, harsh and oppressive. The petitioner .....

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any relief can be granted it must necessarily he shown that the situation otherwise warrants winding up of the company, that any such winding up order would unfairly prejudice the applicants". As stated supra the petitioner attended the board meetings, the annual general meetings and participated therein and proposed the re-appointment of auditors. In the 60th AGM remuneration of the petitioner has been increased and the petitioner is benefited by the same. It is made clear that no grounds .....

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o the petitioner dated 22.10.2013, wherein they have refuted the contentions made by the petitioner. One of the allegations of the petitioner is that the respondents have not replied any of the letters addressed by the petitioner. The Company vide letter dated 30.10.2013 sent a detailed reply to the petitioner, wherein it has been categorically replied to all of the contentions raised by the petitioner. The letter was signed by the R5. In the beginning of the letter the company had explained to .....

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ities. Further the Company in this letter has given a detailed and elaborated reply to each of the letter addressed by the petitioner. The Company in reply to the letter of the petitioner dated 25.09.2013 whereby the petitioner would like to inspect the share registers and requested the Company to provide with the copies of the register of members of the company and other papers. In reply, the company had stated that the petitioner is free to inspect the books and records of the company and also .....

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ly required to be provided for inspection as per the provisions of the Companies Act. The company had addressed this letter duly replying to all the letters addressed by the petitioner. 1 am of the view that the company and its management is fair enough to provide all the documents as per law and ready to allow the petitioner No. 1 to take inspection of the books and records of the company during business hours of the working days. This emphasizes the fair opportunity given to the petitioner by .....

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of the companies act is not an ordinary one. The act, of oppression must be harsh and wrongful. An isolated incident may not enough for grant of relief and continuous force of oppressive conduct on the part of the majority shareholders is thus necessary to be proved. The acts complained of may either be designed to secure pecuniary advantage to the detriment of the oppressed and or be a wrongful usurpation of the authority". The petitioner failed in providing the ingredients as held by the .....

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nted as directors of the Rl Company and the 2nd respondent appointed as Managing Director. The said letter nails the lie of the petitioner of her being not aware of the appointments made on 9th, 10th and 11th April, 2013 board meetings. Even in C.P.No.1/2013, the petitioner has suppressed the said fact and even in the present CP the petitioner has suppressed the said fact. The Hon'ble Supreme Court in the matter of S.P. Chengalvaraya Naidu (Supra) held as under: "We do not agree with th .....

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ocess of the court is being abused. Property-grabbers, tax-evaders, bank-loan-dodgers and other unscrupulous persons from all walks of life find the court-process a convenient lever to retain the illegal-gains indefinitely. We have no hesitation to say that a person, who's case is based on falsehood, has no right to approach the court. He can be summarily thrown out at any stage of the litigation. Further the Hon'ble Supreme Court held that - non-production and non-mentioning of the rele .....

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reme Court in the matter of Shanti Prasad Jain v. Kalinga Tubes - reported in AIR 1965 page 1535. The Hon'ble Supreme Court held that - "an isolated act cannot be a ground filing a petition under Section 397/398 of the Companies Act. There must be continuous acts on the part of the majority shareholders continuing upto the date of the petition. Such acts must be burdensome, harsh, wrongful and mere lack of confidence in the majority shareholders could not amount to oppression". In .....

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acity such as director, creditor or otherwise; (ii) there must be continuous acts of oppression leading to filing of the petition; (iii) the events complained of must not be taken in isolation, but as a part of the continuous story; (iv) there are just and equitable causes to windup the company; (v) The conduct complained of is oppression only if it is burdensome, harsh and ransom and involves an element of lack of probity and fair dealing be a member in his rights as a shareholders. (c) In the .....

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Senior Counsel for the respondents submitted that they will not remove the 1st petitioner from the post of Executive Director without the leave of this Bench. The said statement is taken note of." (d) Hence the acts complained of by the petitioner, is in my view in the nature of directorial complaints. As already hold that the petitioner has not made out any case for wining up of the Company, in any event, I already hold that the petition is not maintainable and hence liable to be dismissed .....

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ily disputes come before me, 1 advise the panics for an amicably settlement. There are many instances that the Counsel for both the parties request me call the parties for exploring the possibility of settlement. In many cased 1 the parties and spent several hours in settling the disputes between them. My efforts in most of the cases have been fruitful and I am quite happy in settling the disputes between the family members, friends etc, amicably. All the efforts are to cut short the time and co .....

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