REGENT COMPUTRONICS PVT. LTD.

Manoj Kumar Kanuga Appellant

V/S

Marudhar Power Pvt Ltd Respondents

Referred Judgements :-

JUDGEMENT

(1.) THIS Company Appeal is filed, under Section 10F of the Companies Act, 1956 (hereinafter called the "Act"), against the order of the Company Law Board, Chennai Bench, Chennai (hereinafter called the CLB), in C.P. No.4 of 2010 dated 25.05.2012.

(2.) AS the contentions urged in this appeal are limited only to a few of the issues raised before the CLB, the facts, to the extent relevant for adjudication of this appeal, need alone be noted. M/s.Anita Impex Limited (A-4), a U.K. based Company incorporated on 05.10.1993 in London, deposited Rs.25.00 lakhs with the Rajasthan State Electricity Board (RSEB) in the year 1997, and entered into an agreement with them for establishing and maintaining a generating station with 150 MW capacity in Sirohi or Jodhpur in the State of Rajasthan. The said agreement required a company to be incorporated in India under the Act, and the power generated by the said company to be purchased by the RSEB. Pursuant thereto, Marudhar Power Private Limited (which later changed its name to VS Lignite Power Private Limited - R-1) was incorporated on 10.10.2001. The registered office of R-1 was located at Jodhpur in the State of Rajasthan, till it was later shifted to Hyderabad in the State of Andhra Pradesh. Certain other agreements were entered into, which included an agreement for transmission and supply of power. This agreement executed on 13.03.2002 was to subsist for a period of 15 years which, the appellants claim, is still in force. They rely on a letter obtained under the Right to Information Act, (a copy of which has been enclosed along with C.A.No.992 of 2012), in this regard. A Memorandum of Understanding (MOU) was also entered into between R-1 and the Rajasthan Mineral Development Corporation Limited (RMDC).

(3.) IN their petition before the CLB, the appellants contended, among others, that R-2, 3 and 8 had allegedly transferred the balance 24% of their shares; they had removed A-1 from the post of Director; and they had unauthorisedly increased the authorized and paid up capital of R-1 multifold. They contended that A-1 and A-2 held 5000 shares each, A-3 held 100 shares and A-4 held 2,50,000 shares of Rs.10/- each in R-1. The respondents contended, before the CLB, that A-3 and A-4 had not been allotted 100 shares and 2,50,000 shares of Rs.10/- each respectively; the Board resolution of R-1 dated 03.04.2002 showed that their paid up capital, as on 02.04.2002, was only Rs.1.00 lakh which was fully subscribed by A-1 and A-2; A-4, being a foreign entity, could never have held shares in R-1 without complying with the foreign exchange laws; while Form-2 was filed showing allotment of 2,50,000 equity shares in cash on 10.10.2001, there was no bank account for R-1 on 10.10.2001; the appellants transferred their shares on consideration being paid to them in the year 2006; the project contemplated in the MOU dated 03.04.2002 got frustrated; the permissions granted in the year 1999 were not renewed, as the project did not commence within the cut off date period; after the original project was abandoned, a totally new project was taken up by R-2 and R-3, and was established at a different place; it is this project which is operational; R-8 was not obliged to transfer 40 lakh shares, as the "development, construction and operation" did not start; approximately Rs.700 crores was invested in the new project; the respondents, and other power consumers, had provided equity/preference capital of Rs.174 crores; the balance was sourced by lenders; and the appellants played no role financially, managerially, technically or administratively in the implementation of the new project.

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MANOJ KUMAR KANUGA Vs. MARUDHAR POWER PVT LTD

Referred Judgements :-

JUDGEMENT

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