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TMI Blog2013 (12) TMI 1647X X X X Extracts X X X X X X X X Extracts X X X X ..... d 398 arises only if the members applying constitute not less than one hundred members of the company or not less than one-tenth of the total number of members or members holding not less than one-tenth of the issued share capital of the company. In the instant case, the respondents/petitioners (hereafter referred to as the "Petitioners") claiming to be members and shareholders are neither members nor shareholders of the RI Company. The applicants humbly submit that the first applicant after entering into an agreement on 30.07.2006 with the petitioners for the transfer of all the shares of the petitioners to the first applicant and his relatives and were allotted 2,50,000 shares each in the year 2008 which is evidenced from the annual return filed by the petitioners for the year ended 2007-2008. The applicants further submit that on 04.02.2008 the petitioners duly executed share transfer deeds in favour of the second, third and fourth applicants herein. The details of which are hereunder. S.No. Transferor Transferee No. of Shares 1. Mrs Lingamaneni Prasanthi Asra Haq Rs.1,00,000/- (One Lakh) 2. Mrs Lingamaneni Prasanthi Ali Mohammed Haq ₹ 1,00,000/- (One ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... en Lakhs) 5. 08.09.2007 Mr Tripuraneni Rajendra Rs.14,00,000/- (Fourteen Lakhs) 6. 13.10.2007 Mr Tripuraneni Rajendra Rs.12,00,000/- (Twelve Lakhs) 7. 06.11.2007 Mr Tripuraneni Rajendra Rs.8,00,000/- (Eight Lakhs) 8. 30.12.2007 Mr Tripuraneni Rajendra Rs.16,00,000/- (Sixteen Lakhs) Total Rs.1,85,00,000/- (One Crore and Eighty Five Lakhs Only) 4. The applicants submit that the second applicant had on various dates given cheques to the petitioners towards consideration for the shares transferred, details of which are given below. S.N0. Date To Amount (Rs.) 1. 04.01.2008 Mrs Lingamaneni Prasanthi Rs.20.OO,OOO (Twenty Lakhs) 2. 04.01.2008 Mrs Lingamaneni Prasanthi Rs.20.OO,OOO (Twenty Lakhs) 3. 16.02.2008 Mrs Tripuraneni Rebecca Heather Rs.20,00,000/- (Twenty Lakhs) 4. 11.03.2008 Mr Tripuraneni Rajendra Rs.40,00,000/- (Forty Lakhs) 5. 11.03.2008 Mr Tripuraneni Rajendra Rs.40,00,000/- (Forty Lakhs) 6. 11.03.2008 Mr Tripuraneni Rajendra Rs.30,00,000/- (Thirty Five Lakhs) Total ₹ 1,75,00,000/- (One Crore and Seventy Five Lakhs Only) 5. The applicants submit that the third applicant had on various dates given cheques to the petitione ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (Six Crores Seventy Lakhs Eighty Six Thousand Only), the second petitioner had received (One Crore Ninety Five Lakhs and Ten Thousand Only) and the third petitioner had received ₹ 4,00,00,000/- (Four Crores Only). Apart from the payments made to the petitioners towards consideration for transfer of shares, the applicants have also made certain payments to the relatives of the first petitioner/second respondent on his instructions aggregating ₹ 3,97,78,667/- (Three Crores Ninety Seven Lakhs Seventy Eight Thousand Six Hundred and Sixty Seven Only). It is further submitted that according to the first petitioner/second respondent the said amount of ₹ 3,97,78,667/- (Three Crores Ninety Seven Lakhs Seventy Eight Thousand Six Hundred and Sixty Seven Only) represents the amount brought in by his relatives as share application money into the company/unsecured loans and other liabilities which was required to be refunded/repaid and requested the applicants to refund the same on behalf of the company. 9. It is submitted that the applicants have also paid ₹ 34,09,270/- (Thirty Four Lakhs Nine Thousand Two Hundred and Seventy Only) to the first petitioner on account of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sess any shares on this day. The petitioners are holding more than 58% of the total share capital prior to illegal transfer and an illegal allotment was made. It is submitted that the petitioners have entered into an agreement with Mr Mohammed Noorul Haq to sell 9,40,960 equity shares of ₹ 10/- each for a consideration ₹ 16,50,00,000/(Rupees Sixteen Crores Fifty Lakhs only) and further it was agreed that the petitioners will induct the RI and his nominees as directors of the company. On the date of Agreement, the petitioners were holding 100% equity share capital of the company (i.e., 9,40,960 equity shares). The petitioners further submits that as agreed in the said agreement the respondents have paid an amount of ₹ 9,90,96,000/- (Rupees Nine Crores Ninety Lakhs Ninety Six Thousand only) to the petitioners towards part payment for transfer of 9,40,960 shares of the RI Company. Accordingly the petitioners have appointed R2 to 4 as directors of the company. It is submitted that as per the agreement dated 30.07.2006 entered between the applicants and respondents are agreed to sell the shares of 9,40,960 shares for a valid consideration of ₹ 16,50,00,000/- and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or filing fraudulent documents before the Hon'ble Company Law Board. The respondents further confirm that they have received only following amounts from the applicants. Shri T. Rajendra - ₹ 4,55,86,000/- Smt T. Rebecca Heather - ₹ 1,35,10,000/- Smt L. Prashanthi - ₹ 4,00,00,000/- 12. It is submitted that the construction and other permissions are raised with the funds of the company and not by the applicants. The cash receipts filed by the applicants are fabricated and forged documents. In view of the facts and circumstances the petitioners prayed this Bench to dismiss the application. 13. Heard the learned counsel for the respective parties, perused the pleadings, documents and citation relied upon by them. After analysing the pleadings the only issue need to be decided whether the petition filed by the respondents herein is maintainable. The respondents herein have filed the petition being CP/34/2011 before this Bench in the month of April 2007 by invoking various provisions of the Companies Act, 1956 seeking various main and interim reliefs. The petitioners sought declaration that the allotment of 15,59,201 equity shares made on 15.04.2010 to the first ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... th applicants. The total transfer of shares as per the statement is 16,43,360 equity shares i.e the entire shareholding of the petitioners. The applicants have given the details of various payments made to the petitioners. Even as per the agreement dated 30.07.2006 the applicants have agreed to discharge the total sale consideration as stated in clause 5 of the agreement. Even as per the agreement the applicants have to discharge ₹ 16.50 crores. The applicants have filed the photo copies of the share transfer deeds dated 04.02.2008. As per the share transfer deed the first petitioner had transferred 4,66,630 equity shares each in favour of the third and fifth respondents. Further the second petitioner had transferred 1,00,000 equity shares to third respondent vide share transfer deed dated 04.02.2008 and transferred 2,00,000 equity shares to fifth respondent vide share transfer deed dated 04.02.2008 and 10,100 equity shares transferred in favour of fourth respondent vide share transfer deed dated 04.02.2008. The third petitioner transferred her 4,00,000 equity shares to third, fourth and fifth respondents vide transfer deed dated 04.02.2008. The applicants have filed photo co ..... 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