LAKSHMI SUJATHA TUMMALA Vs. DAWN PROJECTS PRIVATE LIMITED

JUDGEMENT

(1.) The Present Company Petition bearing CP. No.43/2011 (TP No.52/HDB/2016) is filed by Smt. Lakshmi Sujatha Tummala, under Section 237, 397 & 398 of the Companies Act, 1956, by seeking following reliefs:

(2.) Brief facts of the case, as mentioned in the Company petition, which are relevant to the issue in question, are as follows: <FRM>JUDGEMENT_35_LAWS(NCLT)1_2018_1.html</FRM> 11) At the Board Meeting held on 6th November, 2006, Sri Gaddamanugu Laxmi Sreenivas and Sri Madan Mohan Mishra, transferred their shares of each in favour of 2nd Respondent and his wife equally. 13) Consequent to the above and further allotment made to the Petitioner and 2nd Respondent, the issued, subscribed and paid up share capital of the R-1 Company is Rs.10,00,000/- out of which the Petitioner holds 47.5% i.e. 47,500 equity shares of Rs.10/- each and the 2nd Respondent along with his wife Smt. Hrudaya holds 55%. 15) The terms and conditions of Memorandum of Understanding dated 18.12007, between the Petitioner and 2nd Respondent are as follows: 18) The 2nd Respondent has neither conducted the Annual General Meetings nor circulated the financial statements to the shareholders as required by law. The Petitioner issued a letter dated 10.02011 wherein non submission of accounts and the reason for non conducting Annual General Meetings was questioned. The 2nd Respondent not able to submit the details asked for, suggested for an agreement between him and the Petitioner to sell the shares of the Petitioner to the 2nd Respondent or his nominees. The Petitioner in the interest of the R-1 Company and to avoid dead lock in the management entered into an agreement for full and final settlement on 002011 wherein the shares held by her are to be transferred to 2nd Respondent or his nominees on certain terms and conditions agreed and set forth in the agreement. As per the said terms of the Agreement, the 2nd Respondent agreed to fulfil the terms set forth in the Agreement by 24th February, 2011, but failed to adhere to these terms. Hence, this agreement as per clause 8 stands cancelled and the Agreement dated 18th December, 2007 shall prevail. 20) Further, the notice issued by R-1 Company dated 07.02011 calling for Extraordinary General Meeting was cancelled by means of an Agreement dated 002011, entered between the Petitioner and 2nd Respondent. This is in gross violation under the Companies Act, 1956.

(3.) The company petition is opposed by respondents no.1 & 2 by filing a counter dated 9th December 2011, by inter-alia contending as follows: