Chalasani Venkateswara Rao vs United Telecoms Limited

C.P. No.82/BB/2019 is filed by Mr. A. Chalasani Venkateswara Rao and 2 others U/s. 241 & 242 of the Companies Act, 2013 against M/s. United Telecoms Limited and others, by inter-alia seeking to declare the actions of Respondents No. 2 to 5 have been in a manner oppressive to the Petitioners and prejudicial to the interests of the Petitioners and the Respondent No. 1 Company; declaring that all the resolutions passed by Respondents No. 2 to 5 for the period of March 2017 till April 2019 are void and that all the decisions to be considered afresh in a Board meeting to be held jointly etc.

Brief facts of the case, which are relevant to the issue in question, are as follows:

(1) M/s. United Telecoms Limited, (herein after referred to as R 1 Company) was incorporated on 17.03.1984 under the provisions of the Companies Act, 1956 as a Private Limited Company. It was originally incorporated with the Registrar of Companies, Tamil Nadu. Subsequent thereto, in the year 1986, the Registered office of the 1st Respondent Company was shifted to the State of Karnataka at Bangalore. Its registered office is situated at 18A/19, Doddanekundi Industrial Area, Mahadevapura post, Whitefield, Bangalore- 560048. The 1st Respondent pioneers in providing technological solutions in the fields of telecommunications and e- governance. Its annual turnover for the Financial Year 2018 was Rs. 267 crores and its authorised share capital is Rs. 115,000,000/- and the Paid-up capital is Rs. 111,557,180/-. The Company originally belonged to the UB group of companies and in 1992, it was acquired by Late Shri Basavapurnaiah.

(2) Late Shri., C. Basavapurnaiah had 3 children i.e., Mrs. Potluri Padmavati (3rd Respondent), Mr. Chalasani Venkateswara Rao (1st Petitioner) and Mr. Chalasani Krishna Anjaneya Kumar. Mrs. Potluri Padmavati married Dr. Raja Mohan Rao (the 2nd Respondent) in the year 1982 and have 2 children i.e., Bhavana and Bharath( R 4 and 5) The first Petitioner married second Petitioner in the year 1985 and have two children i.e., Chalasani Sandhya Rao (3rd Petitioner) and Late Sir. Chalasani Gautham Braihmiah. Mr. Chalasani Krishna Anjaneya Kumar in the year 1999 chose to part ways with Late Shri., C. Basavapurnaiah and family by taking his share in the ancestral property and sold his shares in the 1st Respondent Company.

(3) The 1st Petitioner, 2nd Respondent and Late Shri., C. Basavapurnaiah as promoters developed M/s Priyaraja Electronics Limited (PEL) through which they would receive small orders from various customers and their meticulous execution won them a lot of goodwill which gave impetus to expand their business. The 2nd Respondent and Late Shri., C. Basavapurnaiah started manufacturing telephone instruments by importing components from global forums, which enabled the Company to get Global recognition. The 1st Petitioner was instrumental in increasing the production and helped in the design of Printed circuit Boards (PCB) tools which was a part of Laxmi Electronics Limited, a subsidiary company and in the setting up of the Fujinova Data Systems which was the main PCB assembly factory for PEL and the 1st Respondent Company as 80 to 90% of the PCB's were assembled here in this factory.

(4) In 1989, the 1st Petitioner played a key role in constructing the building for PEL in Doddanekundi and in setting up the assembly lines for the manufacture of the PCB's which form part of the main components of the Digital Rural Automatic Exchanges (hereinafter referred to as 'RAXs'). The 1st Respondent Company has nearly 1200 employees across the country working on its pay rolls. There are nearly 100 vendors, who are dependent upon the regular business given by the 1st Respondent Company. Further the 1st Respondent Company has primarily been involved in government projects which are of national importance i.e., Digital India Project and Network for spectrum for Indian Army. The 2nd Respondent was the Managing Director of the 1st Respondent Company during the years 2000 - 2008. Due to non- generation of returns under the leadership of R 2, the Board and the Members of R1 company forced the 2nd Respondent to step down as the MD. Late Shri. C. Basavapurnaiah and the other Members of the company unanimously chose the 1st Petitioner to lead the affairs 1st Respondent Company based on his merit and proven track record. In the year 2010, after the demise (at the age of 21) of Late Sri., Chalasani Gautham Braihmiah, son of the 1st Petitioner, both Late Smt. C. Sarojini Devi, Late Shri. C. Basavapurnaiah and Smt. Potluri Padmavathi unanimously decided to divide the shares of the company equally amongst all the Members of the family (including the children of the 1st Petitioner and the 3rd Respondent).

(5) Furthermore, upon demise of Late Smt. C. Sarojini Devi., wife of Late Shri., C. Basavapurnaiah and mother of the 1st Petitioner and 3rd Respondent in the year 2013, all the shares held by Late Smt. C. Sarojini Devi in the 1st Respondent Company devolved solely to her husband, Late Shri. Basavapurnaiah by virtue of her will dated 8.12.2013. On 20.07.2015, Late Shri. Basavapurnaiah passed away. In terms of his will dated 20.07.2015, the ownership of the Company devolved equally upon two of his three children and their family i.e., the 1st Petitioner and the 3rd Respondent. Post the shares of Late Mr. C. Basavapurnaiah devolving in terms of his WILL. Late Shri. Basavapurnaiah intended that the shares of the company to be equally held by the families of the 1st Petitioner and the 3rd Respondent. Therefore, the shareholding of each family is 42.76% respectively. Despite the 2nd Respondent nominated as a Director of the 1st Respondent Company in the year 2013, the 1st Petitioner was unanimously chosen to be the Managing Director of the company.

(6) The 1st Petitioner initiated the transmission of shares as per the probated will of Late Shri C. Basavapurnaiah during the month of May 2017. Currently, the Company is equally owned by the Petitioners' family (consisting of the First, Second and Third Petitioners and hereinafter referred as 'Petitioners Family') and the Respondents' family (consisting of the Second, Third, Fourth and Fifth Respondents and hereinafter referred as 'Respondents Family'). However, the 2nd Respondent, without the knowledge of the Petitioners procured the share certificates owned by the 1st Petitioner through the Company's former Compliance officer Mr. B.S.Ballal, and retained the same with himself.

(7) In the year 2010, the 1st Respondent Company acquired around 14 acres of land in the city of Vizag by virtue of an 'Agreement to Sell' registered as Doc. No. 2025/2010 before the SRO Madhurawada, Vishakapatnam. Subsequently, the 1st Respondent (Represented by the 2nd Respondent) without proper authorization has executed Sale Deeds in respect of purchasers. By virtue of the said Sale Deeds a total extent of 10 acres out of the 14 acres was sold. Between the period from the 1st December 2016 to 30th September 2018 an amount of 68.86 Crs. was realized from the sale proceeds by the 1st Respondent Company. Sale proceeds were illegally diverted to . ANL where the Respondent family has stakes in. The above company funds have also been utilized by the Respondent family for repayment of their personal loans (approximately Rs.10.2 crores). Further an additional sum of approximately Rs. 10,00,00,000 was invested in group companies i.e M/s United Sustainable Energy India Pvt. Ltd and M/s United Surya Energy Ltd. The second Respondent, not only succeeded in siphoning the company funds towards his personal gains but towards payments of unsecured loans, personal loans etc. and has acted in a manner which is burdensome, harsh and wrong, qua the shareholders who are the Petitioners herein.

(8) The Respondents held several Board meetings. The petitioners received a notice dated 28/6/2017 informing the conducting of a board meeting on 03.07.2017, the 1st Petitioner vide letter dated 28.06.2017 replied to the 3rd respondent stating that since the notice convening the meeting was dubious on several counts and is lacking authority for convening of the meeting, the Petitioners would not be attending such board meeting. On 03.07.2017 when the respondents called for a board meeting, a resolution was passed relegating the role of the 1st Petitioner herein. Despite the 1st Petitioner having spent more than 18 years in conducting the affairs of the 1st Respondent Company, the 2nd and 3 Respondents re- defined his role to only oversee the R&D and production unit of the 1st Respondent Company. Similarly, the 3rd Petitioner who was earlier an executive Director, is restricted to merely assisting the 1stPetitioner.

(9) Further, in a Board meeting dated 30.11.2017, a Resolution was passed by the Board resolving, that two out of the three Members/ Directors i.e., 1st Petitioner, 2nd Respondent and 3rd Respondent, would have the power to authorize any financial transaction on behalf of the 1st Respondent Company. Post the dubious resolution of reallocation of roles and responsibilities of the Directors of the 1st Respondent Company, the 3rd Respondent had issued an email to all the employees of the company directing them not to take instructions from the 1st Petitioner, who is the Managing Director and further stated that 1st Petitioner is not in charge of the finance department nor allocation of work. Post 03-07-2018, the 2nd Respondent in order to oust the Petitioners from making decisions in the Board, choose to nominate three independent Directors i.e. 7th, 9th Respondent herein and one late Mr. Satyam Yallapalli. The alleged 'independent directors' are not persons whose antecedents or accomplishments have been disclosed to the board of the Company.

(10) It is stated that till the demise of late Shri Basavapurnaiah, the representation of the Board was equal on each side of the family i.e., late Shri Basavapurnaiah along with the 1st Petitioner and his family being one group and the 3rd Respondent and her family being one group. However, post demise of late Shri Basavapurnaiah the representation on the Board of the Company changed to it being only 3 Members on behalf of the 1st petitioner family and 4 on behalf on the 3rd Respondents family. Interestingly, the 2nd Respondent himself was disqualified from all directorship held by him with effect from 01.11.2016, owing to certain acts committed by him in a defaulting company where he was a Director. Subsequently, the 2nd Respondent managed to have his disqualification overturned on 09.02.2018.

(11) Ms. Komali Cherukuri, who was appointed as an 'independent director' is not eligible for such appointment. She failed to fulfil the basic criterion for independence specified under section 149(6)(b)(ii) of the Companies Act, 2013 as she is a relative of the Second and Third Respondents. Therefore, her appointment as an "independent director" is an utter sham. Therefore, all corporate actions undertaken by her are also invalid and detrimental to the interest of the 1st Respondent Company. It is pertinent to note that Ms. Komali Cherukuri was also disqualified (i.e., 01.01.2017 - 31.10.2022) as a director at the time of chairing/ attended several meetings.

(12) In order to protect the interests of the Company from the dubious ways of the Respondent family, the Petitioners issued a letter to the Company's banks on 01.07.2017 requesting the banks to not accept any unilateral Board resolution or request for change of authorized signatory, until and unless certified by all shareholders of the Company. The total amount of funds withdrawn by Respondent Nos 2 and 3 from the years 2006-2017 approximately amounts to 29 crores. Furthermore, in another instance of grave mismanagement, the Respondent No.2 misused the funds relating to the Respondent No. 1's project executed at Ivory Coast. The actions taken by Respondent family itself would prove that they are conducting the affairs of the company detrimental to the interest of the company as well as the other Members of the company.

(13) Due to the willful inaction by the Respondent No.2 and recurring mismanagement done by him in Respondent Company, a C.P (IB) 274 of 2018 was filed against the 1st Respondent Company before this Hon'ble Tribunal by M/s Oriental Bank of Commerce (Financial Creditor). To save the company from liquidation, the 1st Petitioner after several negotiations with the M/s Oriental Bank of Commerce, deposited a sum of Rs.21,30,00,000/ as full and final settlement. Further, on 13.04.2019, the Directors convened a Board Meeting, Chaired by Respondent No. 2 with an agenda which includes leave of absence, take note of resolution passed by circulation since last meeting dated 15.12.2018 and 17.12.2018, to take note of completion term of MD of the Company etc. In the aforesaid meeting, the 2nd Respondent was appointed as Chairman despite the petitioners objecting to the same. It is evident from the aforesaid facts viz. respondents passing improper board resolutions without proper quorum, passing board resolutions in contravention of the MOA, AOA & statutes, non-handing over of the share certificates, misusing and siphoning of the monies form the company/ diversion of company funds to their personal gain, transferring assets of group companies, non-payment of its dues to the bank, misappropriation of company assets; are acts of oppression and mismanagement not only infringing the rights and interests of the Petitioners as shareholders, but deeply damaging the prospects of Company and all its stakeholders as well. The 2nd and 3rd Respondents have not only committed breach of their fiduciary duties as Directors but also superseded the Board's authority and prejudiced the interests of shareholders and Members of the Company. The conduct of the affairs of the company would justify an order of winding up. However, the same would unfairly prejudice the rights of the Members of the Company.

(14) The Petitioners have also filed statement of objections filed by the Respondents, by inter-alia denying various allegation and contentions made in their Reply.

The Respondent No.1 has filed Statement of objections dated 2nd September,2019 by inter alia contending as follows:

(1) The allegation that Respondent No.2 was not the Managing Director of Respondent No.1 company from 2000-2008 lacks any credibility. When he was never had held that position, question of step down is false.

(2) Smt. Sarojini Devi demised on 8.12.2013 and Late Basavapurnaiah along with Petitioner No.1 manufactured a will dated 25.11.2013 and Late C Basavapurnaiah without bringing the same to Respondent No.3 knowledge probated Smt. Sarojini Devi's Will vide Prob CP no. 14/2014 before the Hon'ble High Court of Karnataka. However, Respondent no.3 has presently filed Probate CP no. 15/2017 seeking for revocation of the Probate granted in Prob CP no. 14/2014. The same in pending before Hon'ble High Court of Karnataka. Hon'ble High Court of Karnataka has directed both Respondent No.3 and Petitioner No.1 to maintain status quo regarding the Wills called in question.

(3) The Articles of Association, governs the operations and working of Respondent no.1 Company through its Board. Articles of Association of Respondent No.1 Company does not provide for appointment of nominee Directors for individuals and hence the averment that Respondent no. 4 and 5 along with Petitioner no.3 are nominee Directors is false and a result of illusive imagination. It is true to an extent that BBNL tender was awarded to Respondent No.1 and BBNL stopped payments to Respondent no.1 Company, rest all averments are self-glorifying statements by the Petitioner No.1 and is denied. It is necessary to state that, when BBNL floated the tender, Petitioner No.1 bid to complete the project at 998 crores(approx.), while the nearest competitor was offering to complete the project at 1800 crores(approx.)(approx.). It is a matter of procedure that, every tender is awarded to lowest bidder and hence the tender was awarded to Respondent no.1 Company. This is one such example of mismanagement of affairs Respondent No.1 Company. This project caused huge financial loss to the Respondent no.1 Company and the same could have been avoided, if Petitioner No.1 could have consulted the Board and other industry pioneers before the bid was placed before the authority. When the effort of Petitioner No.1, resolve the crisis with M/s BBNL failed attempt, M/s BBNL invoked of personal bank guarantees issued in favour of M/s BBNL, this lead to Respondent no.1 referring dispute to Arbitration. Invocation of Bank Guarantee put immense stress on the financials of the Company, which also affected other business and other projects. Further, Petitioner no.1 has actively suppressed the fact that M/s BBNL on an appeal to Hon'ble Apex Court vide Civil Appeal no. 3972/2019 was successful in setting aside the Arbitration award Pursuant to receiving the award, upon insistence and guidance of Respondent No.2 moved Hon'ble High Court of Delhi under Section 9 of Arbitration and Conciliation Act, 1996 to direct BBNL not to invoke the Bank Guarantee and Hon'ble High Court of Delhi was pleased to pass an order directing BBNL not to invoke Personal Bank Guarantees. In addition, Respondent no.1 Company filed an application under Section 11 for appointment of an Arbitrator and Hon'ble High Court vide judgment dated 25.04.2019 appointed Justice Jagannadha Rao, Former Judge, Supreme Court of India as Sole Arbitrator. This information is also within the knowledge of Petitioner No.1, which has been actively suppressed.

(4) The Petitioner No.1 was made Managing Director, was not on merit but on pure affection by his father Late C Basavapurnaiah. Consequent to becoming the Managing Director, Petitioner no.1 slowly and gradually ruined and annihilated the reputation by taking adverse decisions and mismanaging the affairs of company by taking unilateral decisions, misusing the chair of Managing Director.

(5) B.S Ballal was never the compliance officer or company secretary in Respondent No.1 Company. All Company books, minutes books and all company documents were kept in custody and care of B.S Ballal office in Respondent No.1 premises. Petitioner No.1 broke the lock of B.S Ballal office in Respondent No.1 premises and took away all company documents such as Board meetings, minute Books, Board resolutions etc. are illegally taken. Petitioner No.1 is in complete custody of the documents and never returned to the board, in spite of requesting him to return the same. The Respondent No.1 Company through its Board meeting held on 11th June, 2010 authorized Respondent no.2 to deal with land bearing property patta no. 61, Old No. 108, in question. By virtue of this Board resolution, Respondent No. 2 was resolved to be President & CEO/ Authorized Signatory to deal with Land in Vizag. It can be seen that, procurement of land in Vizag by way of an Agreement of Sale coupled with irrevocable Power of Attorney from the Vendor of land is not disputed by the Petitioners. Accordingly, Sale Deeds were executed by Respondent No.2 on behalf of Respondent No.1 Company. Hence it's false to state that Respondent No.2 did not procure approval of Board. Petitioner no.1 was the MD of Respondent No.1 and having agreed to grant authorization to Respondent No.2, who was not on Board cannot now question the existence of the same. It is reiterated that Respondent no.1 has been the only beneficiary and no Respondent has earned any money or even enriched in any manner. Petitioner no.3 had specifically sought for the details of the sale receipts received under the sale of land and the same was provided to her in 2018. The sale proceeds did not accrue to Respondent No.1 at once, but remitted to the account of Respondent No.1 over multiple transactions and this fact remains undisputed.

(6) The Respondent No.1 Company holds 48.70% of shares in ANL, (Respondent No. 10) and for sake of brevity the shareholding of ANL, Respondent No.10 is drawn below:

C Basavapurnaiah

13.52%

Deceased

C. Venkateshwara Rao

1.09%

Petitioners

C Padmavathi

2.9%

Dr. C. Sandya

1.99%

Dr. Padmavathi

6.97%

Respondent No.3

UTL

48.70%

Respondent no.1

ITA

28%

US & P

0.06%

It can be observed through the shareholding pattern above, that, Petitioners herein are shareholders in ANL i.e. Respondent No.10 Company along with Respondent No.1 Company and Respondent No.3. Respondent No.2 to 5 are not the Directors of the M/s ANL. Any transaction either assisting or bailing M/s ANL to clear its loans would help Petitioners and Respondent No.1 company and not any other Respondents. Every amount received from M/s ANL to Respondent no.1 Company and amount transferred from Respondent no.1 to M/s ANL has occurred with concurrence of Petitioner No.1 who has been the managing Director of the Respondent no.1 Company.

(7) Bare perusal of Balance sheets of Respondent No.1 Company clearly demonstrates that Respondent No. 1 has either acquired interest in terms of complete or substantial shareholding in United Sustainable Energy India Pvt Ltd and M/s United Surya Energy Ltd by investing capital. The Petitioners in particular Petitioner no.1 authorized these transactions allowing any investment in group companies. In addition Petitioner no.1 has signed and certified all balance sheets as Managing Director and also provided a declaration, stating that transactions reflected in Balance Sheets are true and genuine. This being the case, Petitioners and in specific Petitioner No.1 is estopped from taking a stance contrary to his undertaking/declaration.

(8) The Petitioner, has misrepresented and misquoted Bank statements as Ledger statements. Annexure M as represented by them is not a notice declaring Respondent No.1 company as willful defaulters, but an email detailing and clarifying accounts with Canara Bank. It is highly indignant that, Petitioners are trying to label Respondent No.1 Company as "willful defaulter" when the company is not categorized by any Government Authority. Petitioner no.1 has used his position as Managing Director position to his advantage and has his relatives, who appear to have been running the company, without any authorization even on behalf of Petitioner No.1.Petitioners have used the money/receipts received by the Respondent No.1 Company to buy assets in other countries and even divert the amount to acquire shares in the Company in an illegal manner.

(9) The Petitioners used to conduct their Board meetings without quorum as prescribed in Article 65 of Articles of Association and pass illegal resolutions. The Petitioner no.1 has been Managing Director of the Respondent No.1 since 2009, who was appointed by Board under the chairmanship of Late C Basavapurnaiah. In pursuant to gross mismanagement of affairs of Respondent no.1 business by Petitioner No.1 as MD coupled with losses being caused, Respondent No.3 called the Board meeting dated 03.07.2017. The Board resolution where, Respondent no.3 was given additional power especially regarding finance was out of abundant caution seeing dismal performance of Petitioner No.1.The Petitioners without seeking leave, were absent in the Board meeting. Further, the sale proceeds of the land came to be accrued into Respondent no.1 Company in as many 27 credit transactions (approx.) and Petitioners having known about this fact is estopped from casting allegations regarding entry of Respondents. Every act done by Respondents was done with the consent and authority provided by the Board. The Petitioner no.1 who was appointed as MD by Board in 2009 and again in 2013 for 5 years has been signing and authenticating every financial transaction and annual balance sheets from 2013 till year end 31.03.2019.

(10) Post demise of Late C Basavarpurniah, two independent Directors were appointed, who are bankers to heal the company from financial distress. They are independent Directors in their own capacity and have been striving for their development of company without even taking remuneration or sitting fee. The Respondent No. 7 was appointed by Late C Basavapurnaiah in the year 2009 to Board of Respondent No.1. She is to best our understanding not related to Respondent No.2 or 3. With regard to her disqualification, there was an error committed by Ministry of Corporate Affairs, which was challenged before the Hon'ble High Court and pursuant to which Ministry of Corporate Affairs (MCA) removed her name from disqualification list and Status of Director is Active.

(11) M/s IDBI bank had initially sanctioned a sum of Rs.130 Crores, but it was reduced to 80 crores for various purposes and projects undertaken by Respondent No.1. IDBI bank issued Letter of Credits only to a tune of Rs.2.2 crores. Further, the total value of Ivory Coast project is 8,900,000 $ and as per norms prescribed 5% of the total value as Advance Payment Bank Guarantee and another 5% to be given as performance Bank Guarantee i.e. a total of 89000$. Respondent No.1 approached IDBI bank to avail the facility of foreign Bank Guarantee, which was refused by IDBI bank. However, IDBI Bank agreed to provide Bank Guarantee upon showing equivalent cash deposit. Respondent No.2 took the initiative and arranged for a sum of Rs.6,00,84,000/- by requesting another company(M/s United Telelinks Limited) not related to Respondent no.1 Company, where Respondent no.2 was a Director. This proposal was accepted by Board and signed by Petitioner No.1.It is necessary to state that, Exchange Earner's Foreign Currency account was never opened either with M/s IDBI Bank or M/s Dhanalakshmi Bank. Thirdly, Respondent no. 1 company received 30% as initial receipts from Ivory Coast Project and Respondent no.1 Company paid a sum of Rs.12.73 crores as on 31th March, 2017 to M/s IDBI Bank. A further sum of Rs.5 crores was paid to IDBI on 26.09.2018 and a sum of Rs.2 crores on 30.04.2019. In total, Respondent No.1 Company has paid a sum of Rs.19.73 crores to IDBI bank regularly.

(12) The Respondent no. 1 Company as on July 2017 had an outstanding dues of Rs.90 crores to various banks and with year ending March, 2017 the dues have reduced to a sum of Rs.45 crores. Based on the projected revenue of the Respondent no.1 Company, the dues are expected to reduce further. The statutory liabilities has been consistently been reducing and the same is due to pro-active steps taken by Respondent No.1 Company Board and not by any individual.

The Respondent No.2 to 5 has filed Statement of objections dated 08th March, 2021, by inter alia contending as follows:

(1) The Respondent No.2 played a visionary role by acquiring United Telecom and ABB Telecom Division to create a large capacity to produce switching and transmission equipment, emerging as a formidable player in CDOT in India. Thus Respondent No.1 was formed with view to venture into manufacturing and not mere supply to ensure that, cost of product at the end consumer level would be reduced. The Respondent No.2 is a Doctorate in Economics having acquired credibility of being called "Telecom Man of the year" for his work in the telecom sector during the year 1992- 1993. Using the licenses procured along with continuous efforts, Respondent No.1 Company was able to manufacture maximum Telephone exchanges, which increased connectivity in India. The efforts also resulted in bringing the cost of products by 90%. This was only possible due to Respondent No.2 passion, patriotism, and deep commitment to upliftment of Respondent no.1 Company as a formidable player in the market for CDOT technology and consequently serving nations interest

(2) The Respondent No.3 is noted Gynaecologist in City of Bangalore and has provided services to all classes of society without any remuneration or fee for over 20 years. She was part of Respondent No.1 Company from its inception and is the Director from 1992 moulding Respondent No.1 by ensuring that goods and services undertaken by the Respondent No.1 Company were supplied to the customers in time and without any delay. The Respondent No. 4 and 5 have been inducted into the company pursuant to their completion of their education qualification and have been extremely successful in operating and starting new companies. Respondent No.4 specifically has been involved and is currently a part of group company M/s Trigyn from reviving the company from its poor performance to profitable company year on and year. The Petitioner No.1 was completely responsible for the mismanagement and financial stress in M/s. NSP Electronics, which had resulted in the company having to be bailed out by UTL by paying a sum of Rs. 35 crores (approx.) to financial institution. It is necessary to mention and annex the conduct of Petitioner No.1 in M/s NSP Electronics, who has reduced it from a profit-making entity to a loss-making entity.

(3) The Respondent No.1 Company has 75.84% of shareholding in the M/s NSP Electronics and Respondent No.3 herein is the Director of the M/s NSP Electronics. Petitioners holding a meagre shareholding have managed the affairs of the Company. But at no point of time, have Petitioners even called for a board meeting or followed any secretarial practices during the course of management of M/s NSP Electronics. The Respondent No.1 submitted a requisition under Section 100(2)(a) of Companies Act, 2013 dated 25.01.2020 addressed to Board of M/s NSP Electronics for convening Extraordinary General Meeting of the shareholders which detailed 9 items which placed as agenda for the meeting. Again, a notice dated 23rdMarch 2020 for convening Extra ordinary General Meeting and informed Petitioners by way of email dated 24th March 2020 that the said Extra ordinary General Meeting would be held on 16thApril 2020. Further, on 15thApril 2020 due to issues surrounding COVID-19, M/s United Telecom Limited issued another notice for conducting Extra ordinary General Meeting on 24thApril 2020 and the same was informed to Petitioners by way of an email. Accordingly, Extraordinary General Meeting was convened as per the provisions of the Companies Act 2013 and Secretarial Standards well within 3 months from the receipt of the notice. It was unanimously resolved in the meeting by the majority shareholders that Petitioners and their relatives should be removed, and two new Directors must be appointed on the Board of Directors. After the conclusion of the EGM, the Company has duly uploaded the E-form for removal of the Directors from the Ministry of Corporate Affairs portal.

(4) The Petitioners on the same day i.e., on 24thApril 2020 inducted additional Directors inspite of their removal from the Board. Same time, they raised an issue with the ROC regarding their removal by the shareholder, which was rejected by the ROC and approved the removal of Petitioners as Directors. The Petitioner No.1, erstwhile Director and 3, whole time director of Company, have been mischievously diverting money into their personal accounts and into another company M/s NSP Electronics Limited, Petitioners were directors of the Company and were controlling bank account until 24.04.2020, where they were removed by the way of EGM dated 24.04.2020 as explained above.

(5) The Petitioners have ensured that, they do not sign the cheques, but have submitted these Board Resolutions certified by them misusing their position as Directors to Banks to clear cheques signed by employees. It has becomes necessary to place on record Prejudicial and Oppressive acts conducted by Petitioners to ensure that maximum damage is caused to Respondent No.1 Company. The activities of Petitioners are as below: (i) Petitioners formed a company under the name and style of M/s Gaxiom Network Solutions Private Limited (hereinafter referred to as Gaxiom). The promoters of the Gaxiom are PetitionerNo.3 and her husband (ii) A copy of the MOA along with illegal board resolution passed, shows that, Petitioners have started a company having objects similar to that of Respondent No.1 Company and use Respondent No.1 Company premises for its operations. In short, Petitioners have effectively used the Goodwill associated with Respondent No.1 Company to start their business etc.

(6) The Respondent No.1 Company has 8 Directors, who were retiring by rotation and getting reappointed as Directors with consent. Accordingly, on 7th March 2020, Respondent No.1 Company called for a Board meeting, whereby Petitioner No.1 & 2 along with Respondent No.2 and 3, who were due for retirement offered themselves for retirement and the same was duly accepted. Pursuant that, the AGM for the year 2018-19 was called for and was scheduled for 24thApril 2020. However, the AGM called on April 24, 2020 could not be held as the there was no sufficient quorum as per the articles of association of the Respondent No.1 Company and therefore, AGM was adjourned in terms of Section 102 of Companies Act, 2013. On 30thApril 2020, in terms of Section 102 of Companies Act, 2013, Respondent No.1 Company issued a notice for conducting adjourned AGM on 6thMay 2020. The Petitioners who are shareholders of the Company failed to appear for the AGM and when the agenda regarding reappointment was placed before Shareholders, Petitioner No.1 and 2 were not reappointed. Thereby by act of law, Petitioner No.1 and 2 ceased to be the Directors of the Respondent No.1 Company.

(7) In order to make out a case for oppression under Section 421(1)(a), it is to be seen whether the affairs of the Company have been carried out/conducted in a manner which is prejudicial or oppressive to any shareholder or is prejudicial to public interest. As defined in the Black's Law Dictionary 'Prejudice' refers to any "damage or detriment to one's legal rights or claims" while and 'prejudicial' means "tending to harm, injure or impair; damaging or hurtful" or "unfairly disadvantageous; inequitably detrimental". However, whether any particular act has caused prejudice or not, depends on the facts and circumstances of each case. Further, in order to make out a case for mismanagement under Section 241(1)(b), firstly, it has to be shown that a change has been brought about in the management, control and ownership of the Company, and secondly, by reason of such change, the affairs of the Company would be conducted in a manner prejudicial to any shareholder(s). Section 241(1)(b), which deals with mismanagement, while one part of the Section relates to material change in the management, control and/or ownership, the second part pertains to the consequences of such change. However, such changes would amount to mismanagement only when the activities are being conducted in a manner prejudicial to any member, shareholder, or the Company, or against public interest. Therefore, from the aforesaid legal position and statutory provisions, it is evident that in order to prove oppression and mismanagement, the Petitioner is necessarily required to prove the ingredients of oppression, mismanagement and/or prejudice.

(8) In the instant case, the Petitioner has not been able to make out a case against the Company or the Respondents, notwithstanding the fact that, during the entire time of alleged mismanagement, Petitioner No.1 was helm of affair and continued to signatory. The Petitioner No.1 has conveniently suppressed facts, which are in his knowledge and where he has been arrayed as a party. Such intentional suppression of facts by Petitioner no.1 would amount to perjury.

Heard Shri A Murali along with Ms. Jyothi Anumolu learned Counsels for the Petitioner, Shri Mahesh Chowdhary, learned Counsel for the Respondent No.1 & 8, Ms. Sowmya Sridhar, learned Counsel for the Respondent No.2 to 5, Mr. Sreeram T Nayak, learned Counsel for the Respondent No.6 and Ms. Manjula Devi, learned Counsel for the Respondent No.10. We have carefully perused the pleadings of the Parties and also extant provisions of the Companies Act, 2013 and the Rules made there under and various judgements relied upon by the Parties.

Shri A Murali learned Counsel for the Petitioner, after arguing the case, has filed written gist of arguments dated 14th April, 2021, by inter-alia stating as follows:

(1) The 1st Respondent Company, which was originally formed by the UB Group was acquired by the family of the petitioners and the Respondent Nos.2 & 3 and mainly by Late. Sri. C. Basavapurnaiah, the father of Petitioner No.1 and Respondent No.3. The entire shareholding of the first respondent company has all along been held by family members of Late. Basavapurnaiah. The 1st Petitioner, who is an Electronics Engineer has been actively involved in the management of the day to day affairs of the First Respondent Company and the company has shown consistent growth under his stewardship. The shareholding pattern of the company during the lifetime of Late. Basavapurnaiah was arranged in such a way that he held about 30.97% and the petitioner group and the respondent group held about 25.56% and 28.97% respectively. The 1st Petitioners' mother Smt. C. Sarojini Devi also held shares which was bequeathed to Late. Sri. Basavapurnaiah and those shares along with the shares held by Sri. Basavapurnaiah were bequeathed by Late. Sri Basavapurnaiah to the first petitioner and the 3rd Respondent who are his son and daughter respectively under his Will dated 30.03.2015. The Wills of Late. Smt. C. Sarojini Devi and Late. Sri. C. Basavapurnaiah were probated before the Hon'ble High Court of Karnataka and if the bequests as per the Wills are given effect to, the Petitioner group and the Respondent group would have come to hold equal shares in the company. However, the third Respondent has challenged the grant of probate of Wills of Late. Smt. C. Sarojini Devi and Late. Sri. C. Basavapurnaiah and the proceedings are pending before the Hon'ble High Court of Karnataka. Consequently the transmission of shares of the company belonging to Late. Sri. C. Basavapurnaiah as per his Will has not been effected in the name of the first petitioner.

(2) So long as Sri. C. Basavapurnaiah was alive, the Board of Directors of the Company had eight Directors consisting of Sri. Basavapurnaiah, the petitioners herein, the second, third, fourth and fifth respondents, who are all family Members. The petitioners, being husband, wife and daughter respectively and the Respondents two to five being husband, wife, son and daughter respectively. During the life time of Sri. Basavapurnaiah there was parity on the Board and since he was the Chairman of the Board, decisions were taken smoothly in the interests of the company. It was only upon the demise of Sri. C. Basavapurnaiah on 20.07.2015, the balance suddenly shifted in as much as the petitioners were three in number on the Board and whereas the Respondents became a majority of four. The 2nd Respondent, who is the son-in-law of the family seized the opportunity and took steps to keep out the Petitioners from the management of the company. Using the majority on the board, the Respondents 2 to 5 inducted the other Respondents, who are acquainted to them but no way connected to the business of the company, nor immediate family of the Petitioners and the Respondents 2 to 5. The intention of packing the Board with their yes men was to reduce the Petitioners to a weak minority on the Board.

(3) The Respondents, after getting majority in the Board, started misusing it and thus they have passed a series of resolutions whereby the day to day management of the company was cleverly taken away from the first petitioner, who was the Managing Director of the Respondent No. 1 Company. The effect of the resolution was that the petitioner was merely reduced to a Production Manager. The company is nothing but a family company and all the Members of the family have a right to participate in the management of the day to day affairs of the company. Reliance is placed on the decision in Vijay Krishna Jaidka v. Jaidka Motor Co. Ltd. [1996] 23 CLA 289 (CLB); V Natarajan v. Nilesh Industrial Products P Ltd., (2002) 51 CLA 149 (CLB) wherein courts have consistently held that where the company is in the nature of a partnership or a family company, every member or a branch is entitled to participation in the management of the Company.

(4) All the actions, particularly the Board resolution passed against the interests of R 1 company, were being repeatedly questioned by the petitioner group. The 2nd Respondent took complete control over the affairs of the Company by throwing out the petitioners and even physically preventing the petitioners from entering the premises of the company. While matters stood thus, the 2nd Respondent convened a Board meeting to be held on 07.04.2020 to purportedly convene the annual general meeting of the company. It may be noted that nationwide lock down has just been imposed effective from 23rd March 2020 and during the period of lock down the Respondents sought to convene the AGM on 24.04.2020. However, the petitioners did not attend the meeting and consequently the Respondents again convened the AGM to be held on 06.05.2020. However, with no compelling reason and when the Department of Company Affairs had extended time for statutory compliance, the Respondent insisted on holding Board meeting and annual general meeting during that time. The Respondents nevertheless went ahead and convened the annual general meeting where they have shown that Petitioner Nos. 1 & 2 as Directors liable to retire by rotation. The actions of the Respondents not only smacks of illegality but wholly oppressive. Even if they contend the annual general meeting was held to comply with the statutory requirements, the actions smack of illegality and oppression. They have relied upon the decisions of Needle Industries (India) Ltd. v. Needle Industries Newey (India) Holding Ltd, 1981 AIR 1298 in support of their case.

(5) They have citied the following alleged acts of oppression on the part of Respondents:

a) Preventing transmission of shares belonging to Late. Sri. C. Basavapurnaiah, father of petitioner No.1 despite probate of the Will and removal/destruction of share certificates belonging to the petitioner group.

b) Taking advantage of the demise of Late. Sri. C. Basavapurnaiah the founder Chairman and resultant imbalance in the board and passing resolutions divesting the petitioner group from powers of management and preventing them from participating in the day to day affairs (All these are borne by the Board resolution produced).

c) Ransacking of the office of the petitioner, who is the Managing Director, removal of the records and personal belongings of the petitioner.

d) Illegally showing petitioners 1 and 2 as having ceased to be Directors of the company by holding board meetings and annual general meeting with undue haste and no apparent reason during the lock down with the aid and abetment of an illegally constituted board of directors.

e) Totally preventing the petitioners entering into the company premises and depriving their right to participate in the management of its affairs although it is purely a family company.

(6) They have cited the following are alleged acts of Mis-management:

a) So much amount of money belong to the R 1 Company was diverted either to the personal account of the respondents or group companies where they have interests. Monies to the extent of Rs.13.00 crores from the company's bank accounts have been diverted to Andhra Networks Limited, which is a group company controlled by the respondents. On the other hand, the first petitioner had taken steps to settle the dues of the bank. The respondent Nos.2 and 3 acting together have diverted funds of the company, resulting in the dues towards company's bankers viz., Canara Bank, Oriental Bank of Commerce and IDBI Bank Limited mounting and the said banks declaring the company's accounts with them as Non-Performing Assets (NPA). The banks have all initiated recovery proceedings before Debts Recovery Tribunal (DRT). Although the petitioner during his tenure as Managing Director has grown the company and has developed a market for this products, the respondents after seizing control over the same after the demise of Sri. Basavapurnaiah are running down the company so much so, that all three Banks of the company have initiated recovery proceedings before DRT.

b) The company is a family company and if the probate of Late. Sri. C. Basavapurnaiah is given effect to, the shareholding of the Company will be equal between the petitioners and the Respondents and the mutual trust and confidence having completely been lost, there is a potential dead lock situation. There are enough grounds for winding up of the company but the same would not be in the interests of the company, its shareholders and also vast number of employees and workers who have contributed towards the growth of the company.

(7) Enough grounds have been made for interference by this Hon'ble Tribunal by restoring the position of the Petitioner as the Managing Director of the company, putting the petitioners back in the management of the day to day affairs of the company and also to keep away the Respondents No. 6, 7 and 9, who are strangers to the company along with Disqualified Directors Respondent Nos. 2 and 5, so that the company remains a family company, managed and controlled as such in the best interests of the stake holders.

(8) If, restoring the petitioners to the original position to have equal opportunities on the Board and as shareholders would create a deadlock, the interests of the petitioners would be protected if they are given an exit from the company by fair valuation of the shares by a reputed accounting firm appointed by the Hon'ble Tribunal, The Tribunal has wide powers to put an end to the illegal and oppressive conduct of the Respondents and it is prayed that this Hon'ble Tribunal may grant relief to the petitioners by exercising its wide powers under Section 242 of the Companies Act, 2013, also keeping in mind the best interests of the company.

On the other hand, Shri Mahesh Chowdhary, learned Counsel for the Respondent No.1 and Ms. Sowmya Sridhar, learned Counsel for the Respondent No.2 to 5, have once again reiterated their stand made in their pleadings placed on the file of the Tribunal, as briefly stated supra. They have prayed to dismiss the Petition with exemplary costs.

Earlier, the Tribunal by an order dated 18th October, 2019, passed in IA No. 317 of 2019 filed by Dr. P.Raja Mohana Rao, dismissed the main Company petition as not maintainable. Aggrieved by this order, the Petitioners herein have approached the Hon'ble NCLAT vide Company Appeal (AT) No.345 of 2019. And the Appeal was allowed by setting aside the impugned order and the case is remanded back to the Tribunal for disposal of the Petition as per law and on merits, by an order dated 04th November, 2020. Henc, the Present Company Petition is being decided as per merits of the case.

It is not in dispute that R-1 Company is primarily family run Company and it runs smoothly till Late Shri., C. Basavapurnaiah, passed away on 20.07.2015 and his wife Smt. C.Sarojini predeceased him in the year 2013. By virtue of will, all properties including shares of the Company standing in her name, devolved solely to her husband by virtue of her will dated 8.12.2013 Subsequently, Shri. Basavapurnaiah stated to have executed his will in question, devolving the ownership of the Company equally upon two of his three children and their family i.e., the 1st Petitioner and the 3rd Respondent. However, the Wills executed by the Parents of Petitioner are questioned and pending. Therefore, the issue of devolving shares of Late Sri Basavapurnaiah and his wife, totalling to 30.96 % is pending on the file of Honble High Court of Karnataka. High court granted interim stay dated 15.02.2019 in Probate Petition No. 15 of 2017 by directing the Parties to maintain status quo relating to Properties, which should mean and include shares of R 1 Company in question until further orders. Therefore, the shares held by deceased parents cannot be claimed by either party. And the Parties herein can base their contentions only in respect of shares held by them. Unless the shares in dispute is settled, rights of Parties, as claimed in the instant Company Petition cannot be determined and the same is premature. Admittedly, transmission of shares in question belonging to parents of Petitioner was not effected so far by the Company.

Admittedly, the Petitioners cannot question decisions taken during life time of Late Sri Basvapurnaiah and also during his holding position of Managing Director of R 1 Company. The first Petitioner himself claimed that he was at helm of Affairs of R 1 Company for a period of 18 years. He has stated that he holds the position of MD of R 1 Company from 2009 and he was further appointed as such for a further period of five years from 2013. When the term of Petitioner No. 1 & 2 was going to expire in the year 2020 by rotation, they have not opted for re- appointment. Accordingly, the Petitioner No.1 & 2 along with Respondent Nos. 2 & 3, who have not opted for re-appointment deemed to have retired. The first Petitioner, being MD of Company, is admittedly a party to various transactions, as alleged to be acts of oppression and mismanagement in the instant Petition. It is also relevant to point out here that the Petitioners themselves have declared in the Petition under Colum of details of Petition by saying the first Petitioner is a Director and MD of Company by holding 29,15,782 Equity shares amounting to 26.14 % of its paid share Capital and similarly, Petitioner No. 2 & 3 also declared as Directors of the Company by holding shares in the Company.

Since the Petitioners have filed the instant Petition as Directors-cum- shareholders, it is necessary to advert extant provisions of Companies Act, 2013(Act) and Rules made thereunder with respect to qualification of Directors, Independent Directors and duties of Directors. Section 164 of the Act , deals with qualification of Director and Section 166 deals with duties, which reads as under:

Disqualifications for Appointment of Director

164.(1) A Person shall not be eligible for appointment as a director of a Company, if

(a) he is of unsound mind and stands so declared by a competent court;

(b) he is an undischarged insolvent;

(c) he has applied to be adjudicated as an insolvent and his application is pending;

(d) he has been convicted by a court of any offence, whether involving moral turpitude or otherwise, and sentenced in respect thereof to imprisonment for not less than six months and a period of five years has not elapsed from the date of expiry of the sentence.

Providing that if a person has been convicted of any offence and sentenced in respect thereof to imprisonment for a period of seven years or more, he shall not be eligible to appointed as a director in any company;

(e) an order disqualifying him for appointment as a director has been passed by a court or Tribunal and he order is in force;

(f) he has not paid any calls in respect of any shares of the Company held by him, whether alone or jointly with other and six months have elapsed from the last day fixed for the payment of the call;

(g) he has been convicted of the offence dealing with related party transactions under section 188 at any time during the last preceding five years; or

(h) he has not complied with sub-section (3) of section 152.

(3) A Private Company may by its articles provide for any disqualifications for appointment as a director in addition to those specified in sub-section (1) and (2):

[Provided that the disqualifications referred to in clauses (d), (e) and (g) of sub- section (1) shall continue to apply even if the appeal or petition has been filed against the order of conviction or disqualification.

Duties of Directors

(1) Subject to the provisions of this Act, a Director of a company shall act in accordance with the articles of the company.

(2) A director of a company shall act in good faith in order to promote the objects of the company for the benefit of its members as a whole, and in the best interests of the company, its employees, the shareholders, the community and for the protection of environment.

(3) A Director of a company shall exercise his duties with due and reasonable care, skill and diligence and shall exercise independent judgment.

(4) A Director of a company shall not involve in a situation in which he may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the company.

(5) A Director of a company shall not achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners, or associates and if such director is found guilty of making any undue gain, he shall be liable to pay an amount equal to that gain to the company.

(6) A Director of a company shall not assign his office and any assignment so made shall be void.

(7) If a Director of the company contravenes the provisions of this section such Director shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees.

Rule 5 & 6 of Companies (Appointment and Qualification of Dirctors) Rules, 2014 deal with Qualification of Independent Director, And Rule 5 (1) deals with qualifications of an Independent Director, which say an Independent director shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marking, administration, research, corporate governance, technical operations or other disciplines related to the company's business.

[(2) None of the relatives of an independent director, for the purposes of sub-clauses (ii) and (iii) of clause (d) of sub-section (6) of section 149, - (i) is indebted to the Company, its holding, subsidiary or associate Company or their promoters, or directors; or.

(ii) has given a guarantee or provided any security in connection with the indebtedness or any third person to the Company, its holding, subsidiary or associate company or their promoters, or directors of such holding Company, for an amount of fifty lakhs rupees, at any time during the two immediately preceding financial years or during the current financial year.

Articles 59 to 73 of Articles of Association of R 1 Company enumerate Power and duties of Directors. In terms of the above provisions of the Act also, the Petitioners as Directors of R 1 Company have to achieve the objects as mentioned supra. However, contrary to their statutory duties rather than discharging their duties, the Petitioners themselves have become litigants raising so many baseless and untenable allegations acts of oppression and mismanagement on the part of Respondents. It is settled law that Directorial Petition, in the normal circumstances, is not maintainable. The First Petitioner, admittedly being part of affairs of R 1 Company, as Director, MD and Shareholders is not at all justified to file the instant Company Petition along with his wife and daughter. Moreover, all the alleged actions of Oppression and Mismanagement made in the instant Petition, have taken during his tenure as such. And he is admittedly party to those proceedings. While alleging that the Respondents have fiduciary duties as Directors, towards affairs of R1 Company, the Petitioner should also understand that he too has such responsibility to other stakeholders of R 1 Company and also public which take service from the Company. Even they cannot take shelters contending that they can file the instant Petition as shareholders of R 1 Company. It is also relevant to point out here that Petitioner Nos. 1 &2, when they are going to retire by rotation, they can appear before AGM and press their case for re-appointment. Anyway that issue is not subject matter of the instant case. Therefore, the Petitioner cannot file the Company Petition, and it is liable to be dismissed on these grounds alone without adverting to other contentions of the Petitioners. However, some of allegations made in the Petition are being dealt hereunder.

So far as appointment of Independent Directors in question, are concerned, as stated in Rule 5 of Companies (Appointment and Qualification of Directors)Rules, 2014, they are required to possess appropriate skills, experience and knowledge in one or more field of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the Company's business. The Allegations made by the Petitioners in respect of Independent Directors are vague and general and they are not tenable. Only allegation made in the Petition is that post 03-07- 2018, the 2nd Respondent in order to oust the Petitioners from making decisions in the Board, choose to nominate three independent Directors i.e. 7th, 9th Respondent herein and one late Mr. Satyam Yallapalli. The alleged 'independent directors' are not persons, whose antecedents or accomplishments have been disclosed to the Board of the Company. On the other hand, the Respondents have satisfactorily convinced the Tribunal that they are eligible persons possessing requisite qualification and are not relative to them.

So far as various impugned Board proceedings are concerned, the Petitioners being Directors and shareholders, are entitled for notice and decisions in Board will be taken as per majority as per law. It is not the case of Petitioners that they are not given notice but they have opposed the decisions taken during Board Meetings. Once impugned decisions are taken by the Board in accordance with law, it is binding on the Company and its stake holders and the Petitioners being Directors cannot plead contrary and they are estopped from raising un-tenable grounds. As stated supra, every act done by Respondents was done with the consent and authority provided by the Board. The Petitioner No.1 who was appointed as MD by Board in 2009 and again in 2013 for 5 years has been signing and authenticating every financial transaction and annual balance sheets from 2013 till year end 31.03.2019.

So far as dispute with regard to registration of land pertaining to property bearing Patta No. 61, Visakhapatam, in question, is concerned, the Board in its meeting held on 11th June, 2010 , has duly authorised Dr. P.R.Mohana Rao, President & CEO/Authorised signatory of Company to deal with the Property. And the allegations in this regard are unfounded and baseless. So far as issue of equal representation for petitioners and Respondents group is concerned, as stated to have cherished by the founder and Mentor of R 1 Company is concerned, as stated supra, admittedly, even Wills in question are in dispute before the Hon'ble High Court of Karnataka and thus transmission of shares in question are not effected to determine shareholding of Parties. In such a scenario, question of equal representation do not arise now and it is premature.

The above facts and circumstances of case shows that the Petitioners made general allegations on the affairs of Company rather than to establish prima facie case with to acts of oppression and Mismanagement. The Tribunal cannot enter into roving enquiry of mere allegations and Tribunal cannot find fault with and interfere with decisions taken by the Board in normal course of its business, unless serious illegality taken place. However, for the reasons best known to the first Petitioners, being Director/MD, has placed all affairs of the Company in the instant Company Petition, so as to put responsibility on the Tribunal to exercise its powers and to make roving enquiry into those allegations, which are not tenable under law. For instance, even the issue pending before the Hon'ble High court with regard to Probate in question, they have attempted to interpret it to their convenience, without approaching High court seeking interpretation or vacation of interim orders passed in that case.

For the aforesaid reasons and circumstances of the Case, and taking decisions as cited by the Parties into consideration, we are of the considered opinion that the Petitioners have failed make out any case to interfere in the matter. Therefore, the Company Petition is liable to be dismissed.

In the result, C.P. No.82/BB/2019 is hereby dismissed as devoid of any merit. I.A No. 465 of 2020 and all other pending IAs, if any, also stands dismissed as infructuous. No order as to costs.