MANOJ KUMAR KANUNGA Vs. MARUDHAR POWER PRIVATE LIMITED

JUDGEMENT

(1.) THE dispute in the CP revolves around the affairs of Marudhur Power Limited currently known as VS Lignite Power Private Limited ('VSLP'). The company petition has been filed by petitioners 1 to 4 under section 397, 398, 235, 237, 402, 403 and 406 read with section 111 of the Companies Act ('the Act') seeking the following reliefs:

(2.) IT all started on 11.10.1999 when Anitha Impex Limited (P4), a UK based company (incorporated on 5.10.1993 in London), entered into an agreement with Rajasthan State Electricity Board ('RSEB') to establish and maintain a generating station with 150 MW capacity in Sirohi or Jodhpur District in the State of Rajasthan, after incorporating a company in India under the Companies Act. The power generated was agreed to be purchased by Rajasthan State Electricity Board (RSEB). The copy of the agreement is available as annexure -P14 (page No. 153 -180 of the petition). As per the above agreement Anita Impex Ltd (P4) was given approval by the Government of Rajasthan (GOR) to set -up a 100 to 150 MW captive power plant which resulted in the execution of annexure P.17 MoU, signed by R1 with Rajasthan State Mineral Corporation for supply and sale of lignite from Raneri Lignite deposits Bikaner District. Pursuant to the above R1 was incorporated on 10.10.2001 by petitioners 1 and 2 by subscribing 5000 shares each. The authorised share capital as per the memorandum of association is 50 lakhs, with registered office at Shastri Nagar, jodhpur. On the date of incorporation, the paid -up and subscribed capital of the company was Rs. 1,00,000 of Rs. 10 each, P1 and P2 subscribing 5,000 shares each. P2 is the wife of P1 P3 is the father of P1 and the power of attorney holder of P1, P2 and P4. P4 is Anitha Impex Ltd, a U.K. based company. The object of the company was to generate and supply electricity by setting thermal, hydro, gas and diesel oil power plant. On 8.4.2002 a MoU for supply of fuel was entered into between R1 company and Rajasthan State Mineral Development Corporation (Annexure P.17, pages 186 -191). The board resolution of R1 company dated 3.4.2002, authorised P3 to enter into a memorandum of understanding (MoU) with KSK Energy Ventures (R8). Annexure -P11 is the copy of the minutes of that board resolution. P3 claims to hold 100 equity shares of the company. According to the petitioners, Anita Impex (P4) holds 2,50,000 equity shares in the company as reflected in the Annual Return as on 25.09.2004 (Annexure -P10, page Nos. 116 -128).

(3.) THE petitioners admit that they have transferred 76% of the shareholding in R1 to KSKE (R8). But the particulars are not forthcoming. Contrary to the above they argue that respondents have no documents to prove the transfer of shares by the petitioner; it is the case of the petitioners that R2, R3 and R4 had illegally transferred the balance 24% shares held by them and removed P1 from the post of director, increased the authorised capital and paid up capital, and allotted shares to others. Petitioners allegedly came to know about this fact during December, 2006, through an advertisement related to the initial public offer proposed by KSK Energies (R8), in which petitioners are not shown as shareholders of R1. But the respondents say petitioners have voluntarily transferred their entire shareholding, and they were fully aware of the subsequent developments. By letters dated 8.12.2006 and 21.12.2006, petitioners sought clarifications from respondents. Petitioner wrote another letter to R8 on 18.6.2008 asking them to immediately settle the issues and allot 40 lakh equity shares as per the MoU dated 3.4.2002 (Annexure -P24). By letter dated 20.06.2008 a similar complaint was send to SEBI, Bombay Stock Exchange, National Stock Exchange, etc., seeking appropriate reliefs in the matter (Annexure -P25). Thereafter, KSK Energies (R8) published a notice in the newspaper and cautioned the public about the complaint filed by the petitioners, and intimated the public that IPO shall be subject to the dispute raised by them.