BEFORE THE HON’BLE NATIONAL COMPANY LAW

TRIBUNAL, CUTTACK BENCH, CUTTACK

COMPANY PETITION NO._________OF 2022

IN THE MATTER OF:

SECTION 59 OF COMPANIES ACT, 2013

AND

IN THE MATTER OF:

SHREE VISHNU POWER & ENERGY PVT LTD.

AND IN THE MATTER OF:

Sanjay Nilkanth Derkar and Anr. …PETITIONERS

VERSUS

Shree Vishnu Power & Energy Pvt. Ltd. & Ors. …RESPONDENTS

PETITION UNDER SECTION 59 OF THE COMPANIES ACT,

2013 READ WITH RULE 70 OF THE NATIONAL COMPANY
LAW TRIBUNAL RULES, 2016.

MOST RESPECTFULLY SHOWETH:

1. PARTICULARS OF THE PETITIONERS AND THE

RESPONDENTS:
A. PARTICULARS OF THE PETITIONER(S)

(i) That the Petitioner No.1 i.e., Mr. Sanjay Nilkanth

Derkar, is an investor, shareholder and an ex-director
of Shree Vishnu Power & Energy Pvt. Ltd. & Ors.
(Hereinafter referred to as ‘Company’) Company
holding 1,01,11,442/- equity shares of Rs. 10/- each
aggregating to 34% of the total paid up capital of the
company.

(ii) That the Petitioner No.2 i.e., Mr. Sushil Kumar

Mutha, is an investor and a shareholder of the
Company holding 1,01,11,442/- equity shares of Rs.
10/- each aggregating to 34% of the total paid up
capital of the company.

Copy of the Memorandum and Articles of Association

of the Respondent Company with the Petitioner is
annexed hereto and marked as ANNEXURE P1 (Colly.)

(iii) Petitioner No. 1 and Petitioner No. 2 hereinafter

collectively referred to as “Petitioners”).

(iv) That the Petitioners together hold 68% of the total paid
up capital each of the company that is more than
1/10th of the issued share capital of the company.

B. PARTICULARS OF RESPONDENTS

(i) Respondent No. 1 is the Company referred to

hereinabove.
(ii) Respondent No. 2 i.e., Mr. Manoj Daga, is a director
of the Company, and holds 5.84% equity shares in the
Respondent No. 1 Company of the total shareholding
of the Respondent No. 1 Company.

(iii) Respondent No. 3 i.e., Mr. Deepak Daga, is a director

of Respondent No. 1 Company and holds 6.20% equity
shares in the Respondent No. 1 Company of the total
shareholding of the Respondent No. 1 Company.

(iv) Respondent No. 4 i.e., Mr. Kanhaiya Lal Daga, is an

ex-director of Respondent No. 1 Company and holds
3.49% equity shares in the Respondent No. 1 Company
of the total shareholding of the Respondent No. 1
Company

(v) Respondent No. 2, Respondent No. 3 and Respondent

No. 4 hereinafter collectively referred to as
“Respondents”).

Copy of the Memorandum and Articles of Association

of the Respondent Company with the Petitioner is
annexed hereto and marked as ANNEXURE P1 (Colly.)

C. JURISDICTION OF THE BENCH.

(i) The Petitioner declares that the subject-matter of this

Petition is within the jurisdiction of this Hon’ble
Tribunal, as the registered office of the Respondent
 Company is situated within the territorial jurisdiction
of this Hon’ble Tribunal. The material cause of action
also arose within the jurisdiction of this Hon'ble
Tribunal.

D. LIMITATION

The Petition is not barred by limitation as the instance(s)

of omission of the names of the Petitioners from the
register of members is continuous herein are continuous
in nature.

E. BRIEF FACTS:

(i) The Company since its inception was a family-

owned entity which was primarily being managed by
a single person i.e., Mr Manoj Daga (Respondent No.
2 herein).

(ii) In year 2019, the Company was not able to pay its
debts due to which one of its operational creditors
namely ISGEC Heavy Engineering Limited
(hereinafter referred to as “ISGEC”) filed an
application entitled “ISGEC vs Shree Vishnu Power
& Energy Pvt Ltd.” bearing number TP No.
105/CTB/2019, CP (IB) No. 646/MB/2019 under
Section 9 (hereinafter referred to as “Section 9
Application”) of the Insolvency and Bankruptcy
 Code, 2016 (hereinafter referred to as “IBC”) against
the Company before this Hon’ble Tribunal.

(iii) That on 27.09.2019, this Hon’ble Tribunal admitted

the Section 9 Application filed by ISGEC and
ordered to initiate the corporate insolvency
resolution process (hereinafter referred to as “CIRP
Proceedings”) against the Company. A copy of
Order dated 27.09.2019 passed by this Hon’ble
Tribunal in ISGEC vs. Shree Vishnu Power & Energy
Pvt. Ltd. Is annexed as ANNEXURE-P2

(iv) Consequently, the claims of the creditors of the

Company were collated wherefore State Bank of
India, Stress Assets Management Branch Bhopal
(hereinafter referred to as “SBI”) emerged as the sole
financial creditor of the Company which duly formed
a part of the committee of creditors.

(v) In 2020, the Respondents approached the

Petitioners for borrowing of funds to settle the
outstanding dues of the Respondent Company in
order to withdraw the CIRP Proceedings. In
pursuance of the same, a term sheet dated
25.09.2020 (hereinafter referred to as “Term
Sheet”) was executed between the Respondents and
Petitioners.

(vi) It is pertinent to mention here that as a show of

good faith, a part payment of Rs. 5,00,00,000/- (Rs.
 Five Crores only) was made by Mr. Manoj Mohanlal
Mutha to SBI Branch even before the Term Sheet
was executed. A copy of Statement of Account from
25.09.2020 to 01.10.2021 of Mr. Manoj Mohanlal
Mutha annexed as Annexure - P3

(vii) Thereafter, in accordance with the Term Sheet, a

definitive detailed agreement i.e., a Share Purchase
Agreement dated 05.10.2020 (hereinafter referred to
as “SPA” was executed between the Petitioners, the
Respondents and the Respondent Company, Giriraj
Solvent Extraction Private Limited (‘Holding
Company’), Ganpati Solvex Private Limited
(‘Associate Company’).

(viii) That the relevant terms and conditions of the SPA

are reproduced hereinbelow for ready reference: -

“…2.1 SELLERS CONDITIONS:

 The obligations of the investor to settle the outstanding

settled dues of the confirming party and satisfy the
terms of this agreement are subject to the satisfaction of
the following conditions in writing at the date of this
agreement:
a. Pledge & Transfer of 68% Fully Paid-up Equity
Shares of the existing shareholder:
 That on the execution of this agreement and before
starting payment of investor's obligations, the
promoters i.e., the party of the second part, the
 party of the third part (holding company} and the
confirming party will hand over the duly executed
and adequately stamped transfer deed, share
certificates and other requisite relevant records
accompanied with Board Resolution and special
resolution of the company to the party of the first
part and shall pledge the entire shareholding of
the company to the party of the first part.
 The party of the second part and the party of the
third part i.e., the promoter shall cooperate and
facilitate that investor achieve 68% Equity Shares
of the company. Under any circumstances
promoters shall not attempt to change the capital
structure of the company unilaterally which is in
contravention to clauses and provisions of this
agreement. In case of any attempt to change the
capital structure unilaterally by promoters, group,
the investor is entitled to get all the share of
promoter group transferred and registered in the
name of the person and/or entity as per the sole
discretion of the investor.
 The balance 32% of the shareholding of the
company held by the party of the second part
and/ or any of his associates shall not be
transferable/convertible/saleable by the party of
second part and/ or any of his associates to any
third party, during the tenure of this agreement
subject to the satisfaction of the party of first part
 or investors and compliance of the terms of
agreement.”
 It was agreed by the Respondents that the
Petitioners shall acquire 68% shares in the
Company as entitled in the clause 1 of the SPA.

 It was agreed that the balance 32% shares of the

Company were pledged with the Petitioners as per
clause 1(a) of the Addendum to the SPA dated
01.11.2021 (hereinafter referred to as
‘Addendum’), and shall be released when the
Petitioners shall acquire 68% shares.

 It was agreed that the Petitioners shall manage

and control the affairs of the Company and the
Respondents shall not interfere in the operations
and management of the Company as per Clause 1
of the SPA.

 It was agreed that on the date of the execution of

the SPA, the Petitioner No.1 and Petitioner No.2’s
son Mr. Abhay Kumar Mutha shall be appointed
as directors of the Company and Respondent
No.3 i.e., Mr Deepak Daga and Respondent No.4
Mr Kanhaiya Lal Daga shall unconditionally
resign from the Directorship of the Company as
mentioned in clause 6 of the SPA.

 It was agreed that only the newly appointed

directors representing the Petitioners shall singly
 or jointly act as authorised signatories of the
Company for the purpose of all communications
and operations of bank accounts of the Company.

 It was agreed that Petitioners will make payment

of outstanding balance to operational creditor i.e.,
ISGEC Heavy Engineering and financial creditor
i.e., State Bank India, as mentioned in clause 10
of the SPA.

A copy of the Share Purchase Agreement (‘SPA’)

dated 05.10.2020 is annexed and marked as
Annexure - P4.

A Copy of the Addendum to Share Purchase

Agreement (‘Addendum’) dated 01.11.2021 is
annexed and marked as Annexure-P5.

(ix) In terms of the SPA, the Petitioners settled the dues

of ISGEC and further made several payments to SBI
Branch towards One Time Settlement offered by SBI
Branch. The details of the transactions which took
place between the Petitioners and SBI Branch are as
follows: referred to the following given in the
addendum

FROM TO AMOUNT A/c. Date Cheque

(In Crores) No.

Manoj SVPEPL Rs. 5,00,00,000 SBI 25.09.2020 291630

Mutha SAMB
Pooja SVPEPL Rs. 3,00,00,000 SBI 08.10.2020 10130
Traders SAMB

Sanjay SVPEPL Rs. 2,00,00,000 SBI 09.10.2020 --

Derkar SAMB

Sanjay SVPEPL Rs. SBI 09.10.2020 701193

Derkar 1,25,00,000 SAMB

TOTAL Rs.
11,25,00,000

(x) Since the Petitioners timely made in upfront

payment to SBI in light of the same, an application
being IA No. 292/CB/2020 was filed under Section
12A of IBC before this Hon’ble Tribunal for
withdrawal of CIRP Proceedings.

(xi) On 21.06.2021, this Hon’ble Tribunal accepted the

abovementioned application and allowed the CIRP
proceedings pending against the Company to be
withdrawn. A copy of Order dated 21.06.2021
passed by this Hon’ble Tribunal in CP (IB) No.
646/MB/2019 is annexed as Annexure - P5.

(xii) It is pertinent to mention here that the Petitioners,

at all times, performed their part of obligations
under the SPA to make the Company commercially
viable again and the same is evident from the fact
that the Petitioners invested their hard-earned
monies to get the CIRP Proceedings withdrawn.
(xiii) After the withdrawal of the CIRP Proceedings, as per
the terms of the SPA, Petitioner No.2’s son Mr.
Abhay Kumar Mutha vide E-mail dated 04.07.2021
requested the Respondents to appoint Petitioner
No.1 and Abhay Kumar Mutha as the directors of
the Company and further requested resignation of
Respondent No. 3 and Respondent No. 4 from the
Board of Directors of the Company as per the terms
of the SPA.

(xiv) However, the Petitioners and Mr. Abhay Kumar

Mutha were shocked to receive reply dated
09.07.2021 to e-mail dated 04.07.2021 stating that
the SPA was never executed between the parties and
that no validly executed and enforceable contract
exists between the parties. In the same reply,
Respondent No. 2 further stated that the
Respondents continue to be the directors and
shareholders of the Company and the Petitioners
have no rights in respect of the same. It is
submitted that at that point it became wholly
evident that the Respondents usurped Petitioner’s
money in order to get the CIRP Proceedings
withdrawn and thus it became apparent that the
conduct of the Respondents was malicious right
from the beginning.
A copy of E-mail dated 04.07.2021 and a copy of Reply
dated 09.07.2021 to E-mail is annexed as Annexure – 6
(Colly.).

(xv) Consequently, the Petitioners filed a police

complaint dated 22.07.2021 against the
Respondents of the Company in Wani Police Station,
Dist. Yavatmal wherein the Petitioners stated how
the Respondents have blatantly breached the terms
of the SPA according to which the Petitioners were
supposed to be appointed as the directors of the
Company after withdrawal of the CIRP Proceedings.

A copy of the Police Complaint dated 22.07.2021

made to SHO, Police Station Wani is annexed as
Annexure – 7.

(xvi) Thereafter, the Petitioners made several attempts to

communicate with the Respondents requesting
them to fulfil their obligations as envisaged under
the SPA, but all the requests fell on deaf ears of the
Respondents.

(xvii) Subsequently, on 20.10.2021, an investor namely

i.e., Mr Manoj Mohanlal Mutha, filed an application
being CP (IB) No. 7/CB/2022 under Section 7 of the
IBC against the Company before this Hon'ble
Tribunal and the same was listed on 21.02.2022 for
the purpose of admission. A copy of case status of
 CP (IB) No. 7/CB/2022 is annexed as Annexure -
P8.

(xviii) That the said application created apprehension in

the mind of the Respondents of the Company and as
an afterthought, the Respondents agreed to fulfil
their part of obligation under SPA and accordingly
issued a Notice dated 20.10.2021 calling for an
Extra-Ordinary General Meeting (hereinafter
referred to as “EGM”) of the Company to be held on
25.10.2021. It is pertinent to mention here that the
aforementioned notice was signed by Respondent
No. 3 (Promoter/Director of the Company). A copy of
Notice dated 20.10.2021 to call EGM is annexed
as Annexure – P9.

(xix) That the EGM convened on 25.10.2021 wherein

several resolutions were passed. A copy of the
Minutes of the Proceedings of the EGM dated
25.10.2021 and a copy of the Resolution passed at
EGM dated 25.10.2021 is annexed as Annexure –
P10.

(xx) Further on, a Notice of the meeting of Board of

Directors of the Company to be held on 02.11.2021
was also given on 25.10.2021. The agenda for the
aforesaid Board meeting was as follows:

a) Appointment of Additional Director.

 b) Resignation of Mr. Kanhaiya Lal Daga.

c) Signatory update in Bank Account.

It is pertinent to mention that the aforesaid notice was signed by

Respondent No.2 Mr. Manoj Daga.

(xxi) Since the Respondents were unable to comply with

the terms of the SPA, the Petitioners reluctantly
compromised on certain terms of the SPA and
agreed to execute an Addendum Agreement to SPA
dated 05.10.2020 (hereinafter referred to as
“Addendum”) wherein it was inter alia decided that
on the date of execution of the Addendum, the
board of directors the Company shall consist of only
4 Directors out of which the Petitioners shall be
represented by 02 directors and the Respondents
shall be represented by 02 directors on board of
Director of the Company. The relevant clauses of
Addendum are reproduced hereinbelow for ready
reference:

“...3. BOARD OF DIRECTORS

 On and from the date of execution of this

Agreement, the Company has following directors
on the board:

S. Name Designation DIN

No
.
1. Manoj Daga Director 0013419
 5
2. Kanhaiya Daga Director 0013420
5
3. Deepak Kumar Daga Director 0013421
6

 On and from the date of execution of this

agreement, the board of director of the company
shall consist of only 4 (four) Directors out of which
the investor shall nominate 02 (Two) directors and
promoters, shall be represented by 02 (Two)
director on Board of Directors (BOD) of the
company.
 On the date of execution of this agreement, Shri
Sanjay Nilkantharo Derkar S/ o Shri Nilkanthrao
Derkar (DIN· 08925014) & Shri Abhay Kumar
Mutha S/o Shri Sushil Kumar Mohanlal Mutha
(DIN: 03466207) shall be appointed as director
representing the party of first part and Shri
Kanhaiya Daga (DlN:00134205) shall
unconditionally resign from the directorship of the
company.
 Post payment of 51 % of the One Time Settlement
(OTS) amount sanctioned by the State Bank of
India, the board of Directors of the company shall
at all-time be restricted to the total number of 03
(Three) Directors out of which the investor-shall
nominate 02 (Two) directors and promoters shall
be represented by 01 (One) director on Board of
 Directors (BOD) of the company. The director
representing the promoter shall be empowered
only for such business as and when delegated by
the Board of Directors in writing and shall not
undertake/represent before any authority and/or
any stakeholders on behalf of the company
without any written authorisation.
 Investor & promoters are eligible to replace their
directors as per their sole discretion within their
director’s -representation limit i.e., 02 & 01 Person
respectively.
 The director or the company representing the party
of the second part i.e., promoters shall
unconditionally extend their guarantee including
personal guarantee for the purpose of any debt
raising for operations and/ or expansion of the
company during the tenure of this agreement i.e.,
till the date of validity of PPA.

...4. AUTHORISED SIGNATORY

 From the date of agreement, among the following 3

(Three) persons any of the 2 (Two) persons shall
act as authorised signatory of the company:

S.No. Name In the Capacity of:

1. Sanjay Nilkanthrao Derkar Director

2. Abhay Sushil Kumar Mutha Director

3. Deepak Kumar Daga Authorised

 Signatory

“1. CONDITIONS PRECEDENTS: Clause 2.1 (a) of

the main agreement being replaced with following
clause:

…For the sake of clarification, purchase

consideration of aforesaid shares of 68% of present
shareholder shall be a book value and be payable on
agreed manner and not at present, because of
complex structure of financial dealing as this cannot
be settled at present due to urgency of payment of
dues to SBI & others and the process of allotment of
fresh shares is requires a set of procedure to be
followed as per Companies Act. The need of hours
and priority among the parties to this agreement is to
pay off the dues of SBI & others. It is unanimously
agreed by all persons, entities to the agreement, the
SBI dues may be pay-off by fresh allotment,
unsecured loans coupled with fresh infusion of funds
by the investor and/or by any other mode as per
choice of the investor and/or by any other mode as
per choice of the investor. The 68% share of the
promoter group shall be transferred as under:

S. No Transferee Name % Of Transfer

of Shareholding
 1. Sanjay Nilkanthrao 34%
Derkar S/o Shri Nilkanth
Rao Derkar

2. Sushil Kumar Mutha S/o 34%

Shri Mohanlal

With the reference to the above clause of the Addendum it is

evident that the Payment of outstanding dues of the Respondent
Company to the SBI was to be construed as the sale
consideration amount of the shares and in total 68% of the
shares were transferred in the names of the Petitioners.

Further, it also states that the Transfer of the Paid-up share

should not be affected or have any impact in any case as the
conditions of the addendum and SPA clearly state that the
parties to this agreement shall not revoke/withdraw or rescind to
this agreement on the ground of changes in the terms of
settlement of creditors of the company including state Bank of
India:

“…7. Representation before the financial creditors:

However, any impact or effect due to changes in the

terms of the settlement of settled liabilities of the bank
and ISGEC Heavy Engineering Limited and further
changes on the operations of the bank account shall not
have any impact on the terms of the agreement dated
05th October 2020 and this addendum agreement. The
parties to this agreement have agreed that none of the
 parties to the agreement shall revoke/withdraw
/rescind to this agreement on the ground of the changes
in the terms of settlement of creditors of the company
including State Bank of India.”

Subsequently, the issue in regards to the illegal removal of

Petitioner No.1 and Petitioner No. 2’s son Mr. Abhay Kumar
Mutha from the Position of Director is pending before this
Hon’ble Tribunal filed under section 241, 242 and 244 of the
Companies Act, 2013 i.e., Company Petition No. 44 of 2022.

Pursuant to the execution of the SPA and Addendum, share

transfer deed was of the Company were transferred to Petitioners
(68% approx.). Copy of Share transfer deed (Form No. SH-4) (Or
Securities Transfer Form) executed on 01.11.2021 is annexed as
Annexure-P12.

It is expedient to mention that the Share Transfer Deed dated

01.11.2021 was duly checked and signed by Mr. Manoj Daga i.e.,
Respondent No.2.

(xxii) Further, on 02.11.2021, the meeting of the board of

directors of the Company took place and several
resolutions were passed which took the following
effect:
 Petitioner No.1 and Petitioner No.2’s son i.e.,
Mr. Abhay Kumar Mutha were appointed as
directors of the Company with effect from
02.11.2021.

 Resignation of Respondent No.4 was accepted

on 02.11.2021.

 The Bank was instructed to accept and act

upon instructions relating to the account kept
in the name of the Company with the Bank
provided the instructions are signed by the
authorised signatories of the Company i.e.,
Petitioners.

 It is pertinent to mention here that the

appointment letters and the acknowledgement
of resignation was signed by Respondent No.2
and the requisite DIR 12 with respect to
aforesaid appointment of additional director
was filed with MCA on 14.12.2021 which was
digitally signed by Respondent No. 2.
Moreover, the Certificate by practicing
professional under DIR 12 was digitally signed
by Mr. Gaurav Kumar (Charted Accountant)
on 14.12.2021. A copy of Appointment Letter
of Petitioners as directors of the Company and
Acknowledgment of Resignation of Respondent
No.4 is annexed as Annexure-13 Series.
(xxiii) Thereafter, on 06.12.2021, an Extra-Ordinary
General Meeting of the Company was conducted
wherein Petitioners were appointed as the directors
of the Company w.e.f. 06.12.2021. It is pertinent to
mention here that Respondent No. 2 was authorised
to do all the acts in relation to the appointment of
the Petitioners as directors of the Company. A copy
of Notice of the EGM dated 06.12.2021 and
Resolution Passed in EGM dated 06.12.2021 is
annexed as Annexure - 14 Series.

(xxiv)Further, on 24.12.2021, a Possession Memo was

executed between the Petitioners and Respondent
No. 2 and 3 wherein it was stated that “... the
investor has fulfilled its obligation per the Agreement
and the Addendum Agreement i.e., the Documents
and now as per the terms of the Documents, the
Promoter transfers 68% shares of the Company to the
Petitioners and the possession of factory premises of
the Company to the Petitioners.” A copy of Possession
Memo dated 24.12.2021 is annexed as Annexure –
15.

(xxv) That on 23.03.2022, the Petitioners conceded to the

various requests of the Respondents and as a show
of good faith instructed another investor namely Mr.
Manoj Mohanlal Mutha to withdraw CP (IB) No.
7/CB/2022 filed under section 7 of IBC against the
Company on the condition that the Respondents
 would comply with the terms and conditions of the
SPA/Addendum. // SOURCE4

(xxvi) In the meanwhile, the Petitioners continued to act

as the directors of the Company and duly fulfilled
their roles as when required.

(xxvii) However, on 12.04.2022, to utter shock and

surprise of the Petitioners received communication
from Ministry of Corporate Affairs regarding change
in directorship of the Company whereby the
Petitioner No.1 and Petitioner No.2’s son Mr. Abhay
Kumar Mutha, were informed that they have ceased
to be the director of the Company by virtue of an
ante-dated resolution dated 20.11.2021 passed at
an Annual General Meeting dated 20.11.2021
(hereinafter referred to as “Illegal AGM”) wherein
they were not regularised as directors as the motion
was not put in favour of the Petitioner No.1 and Mr.
Abhay Kumar Mutha by the shareholders of the
Company. It is pertinent to mention here that the
extract of the minutes of the Illegal AGM was filed
uploaded on the Ministry of Corporate Affairs
website by the Respondents only on 12.04.2022. A
copy of e-form DIR 12 along with extract of the
minutes of the Annual General Meeting dated
20.11.2021 is annexed as Annexure - 16 Series.
(xxviii) It is further stated that as per E-Form AOC-4
XBRL uploaded by Respondent No. 2 on the MCA
website, another AGM of the Company was held on
30.11.2021 which contradicts the attachment of the
E-Form DIR-12 which shows the date of the AGM as
20.11.2021. It is submitted that the discrepancies
in the dates of the AGM clearly reflects that either
the aforementioned AGM never happened and even
if it did, it was conducted without any notice to the
Petitioner and with a mala fide motive of illegally
removing the Petitioners. Copy of the E-form AOC-4
XBRL of the Respondent Company for financial year
2020-21 is marked as ANNEXURE- P17

(xxix) It is submitted that the Petitioners were neither

informed nor served any notice of the Illegal AGM
and the same has been uploaded on the Ministry of
Corporate Affairs website in order to arbitrarily
remove the Petitioner No.1 as a director of the
Company. It is further submitted that the Petitioner
apprehends that the Illegal AGM never took place
and the minutes/resolution of the Illegal AGM has
been fraudulently forged by Respondent No. 2 and
Respondent No. 3 in order to illegally oust the
Petitioner No.1 and Mr. Abhay Kumar Mutha, and
usurp complete control of the Company.
(xxx) That the Petitioners are illegally removed from the
Register of Members of the Respondent Company
despite of holding 68% together, of the total shares.

Copy of the list of Shareholders as on 31.03.2021

enclosed by the Respondent Company in Form
MGT-7 uploaded on the website of MCA along with a
Copy of MGT-8 filed by Respondent No.2 confirming
the fact that names of the Petitioners from the
Register of Members of the Respondent Company
are illegally removed is annexed hereto and marked
as ANNEXURE P19 (Series).

(xxxi) While the Petitioners vested control over

Respondent Company and the Petitioners had never
handed over the share certificates or the shares in
respect of the balance 68% of the shareholding of
the Respondent Company to any of the
Respondents. It is as on 12.04.2022, when the
Petitioners realised that their names have been
omitted from the Register of Members.

(xxxii) It is stated that the Petitioner No.1 even filed a

complaint before ROC being Serious Complaint. No.
MCA/ROC-Chhattisgarh/J00074834 against the
Respondents for filing antedated documents on MCA
with a mala fide intention of removing the Investor
from the board of directors and to take over helm of
affairs of the Company. However, the ROC closed
 the complaint without addressing any of the above
stated issues and failed to provide any reasonable
justification whatsoever. Therefore, all the above
stated acts of oppression and mismanagement by
Respondents against Petitioner are still continuing.
A copy of the ROC Complaint dated 24.05.2022
along with Status Report of the ROC Complaint
dated 25.05.2022 is annexed as Annexure - 18
Series.

(xxxiii) It is submitted that the Respondents in collusion

and in connivance with each other have been
committed acts of fraud, forgery and oppression &
mismanagement in a manner prejudicial to the
interests of the Company, its directors and the
Petitioners, same is evident from the fact that the
Respondents time and again breached the terms of
the Term Sheet, SPA and the Addendum after the
CIRP Proceedings against the Company were
withdrawn. It is further submitted that the
Respondents only lured the Petitioners to execute
the SPA/Addendum in order to gain undue
advantage of their monies. In view of the aforesaid
facts and circumstances and having left with no
other option, the Petitioner is filing the Present
Petition inter alia on the grounds elaborated
hereinbelow.

F. Grounds-
(i) That the Extra-ordinary General Meeting of the Company
convened on 06.12.2021(hereinafter referred to as “EGM
dated 06.12.2021”) wherein the Petitioners were
appointed/regularised as a Directors of the Company as
per the true copy of the resolution which was duly signed
by the Respondent No.2. That the Respondent No.2
deliberately did not upload the Resolution passed at EGM
dated 06.12.2021 regularising the Investors as Directors
and as per the resolution passed at the EGM dated
06.12.2021, Respondent No.2 had the sole authority
(obligation) to give effect to the resolution along with filing
of necessary e-forms with ROC on the Ministry of
Corporate Affairs (hereinafter referred to as “MCA”)
website.

(ii) That the Respondents conducted an Illegal AGM without

serving notice to any of the Petitioners, Shareholders and
the Additional Directors of the Company as required by
the Law i.e., Section 101 of the Act. Further, the notice
of the aforesaid meeting was also not filed with the MCA
which makes it evident that notice for the illegal AGM
was not served at any point of the time.

(iii) That the notice of the Illegal AGM was neither given to
the Directors nor to the Petitioners who have a total of
68% shareholding in the company.

(iv) That the Respondents with mala fide intention did not
regularize the Petitioners (Investors) having 68% of total
 shareholding and illegally removed them from the Board
and Register of Members to take over the Control of the
Company which is at the very outset in non-compliance
of Section 59 of the Companies Act, 2013;

(v) That the Respondents illegally and fraudulently removed

name of the Petitioner No.1 and Petitioner No.2’s son i.e.,
Mr. Abhay Kumar Mutha from the position of Directors of
the Company,

(vi) That the illegal and fraudulent removal of the

Petitioners from the company through ante-dated
resolution passed at the illegal AGM which took place on
20.11.2021 as per the communique received from MCA is
fraud, an act of forgery and misrepresentation to the
governmental authorities, various stakeholders and
public at large.

(vii) That due to this act of fraud by the Respondents, the

Petitioners have a total of 68% shareholding in the
Company which is at stake.

(viii) That the Applicant states and submits that this

Petition is made bonafide and in the interest of justice.

(ix) That if this Petition is not allowed, as prayed, the

Petitioner shall suffer irreparable loss and injury and
whereas no loss shall be suffered by the Respondents i.e.,
Respondent No. 2-4.

G. Relief
(i) In view of the Present Petition, it is most respectfully
prayed that the Petition may kindly be allowed and the
following reliefs may kindly be granted. Any other relief or
reliefs or orders as this Hon'ble Tribunal deem fit and
proper, under the circumstances of the whole case, as
may also be granted:

(ii) To rectify the register of members of Respondent No.1

w.e.f. 05.10.2020 thereby adding/reinstating the name of
the Petitioners as a shareholder(s) of the Respondent
Company w.e.f 05.10.2020;

(iii) To file/revise all the annual returns of Respondent

Company from FY-2019;

(iv) Pass reliefs under Section 59 of the Companies Act,

2013;

(v) Any other relief or reliefs orders as this Hon’ble Tribunal

deem fit and proper to secure the ends of justice.

PETITIONER

FILED THROUGH COUNSEL

RAJIV K. VIRMANI/AMIT KUMAR

LEXSTONE CHAMBERS
ADVOCATES FOR THE PETITIONER
 212, 2nd Floor, MERCHANTILE HOUSE,
15 K.G. MARG, NEW DELHI
MOB: 9289028206| Email: Contact@lexstonegroup.com