CHALASANI UDAYA SHANKAR Vs. LEXUS TECHNOLOGIES PVT. LTD

JUDGEMENT

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

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

(3.) Their case, as set out in the Company Petition, was as follows: M/s. Lexus Technologies Pvt. Ltd. was incorporated under the provisions of the Companies Act, 1956, on 28/3/2000. Its authorized share capital was Rs.1,50,00,000.00, divided into 15,00,000 equity shares of Rs.10.00 each. The issued, subscribed and paid-up capital of the company was Rs.1,10,96,230.00, divided into 11,09,623 equity shares of Rs.10.00 each. The company is in the business of software development and ancillary activities and it acquired land at Chinnakakani Village in Guntur District in January, 2002, for establishing its infrastructure. On 9/3/2004, Mantena Narasa Raju, respondent No.2, had entered into a share purchase agreement with one C. Suresh, shareholder of the company, and acquired 10,51,933 equity shares, representing 94.8% of the equity share capital of the company. Thereafter, Mantena Narasa Raju and Appa Rao Mukkamala, respondent Nos. 2 and 3, were appointed as Directors of the Company on 2/3/2004. Suresh Anne, respondent No.4, became a Director of the company on 30/9/2004. While so, on 18/4/2015, the appellants acquired the equity shares held by Mantena Narasa Raju, respondent No.2, i.e., 10,51,933 equity shares, by executing Securities Transfer Deeds in Form No. SH-4. Chalasani Udaya Shankar, appellant No.1, acquired 3,51,933 equity shares, representing 31.72% of the shareholding, while Sripathi Sreevana Reddy, appellant No.2, and Yalamanchilli Manjusha, appellant No.3, acquired 3,50,000 equity shares each, representing their 31.54% individual shareholding. Share certificates were issued to them, signed and authenticated by Appa Rao Mukkamala and Suresh Anne, respondent Nos. 3 and 4. The appellants claim to have paid consideration of Rs.14,67,41,557.00 to Mantena Narasa Raju, respondent No.2, towards the acquisition of their shares - Chalasani Udaya Shankar, appellant No.1, paid Rs.4,90,91,557.00 while Sripathi Sreevana Reddy and Yalamanchilli Manjusha, appellant Nos.2 and 3, each paid Rs.4,88,25,000.00 individually.