M s AP AKSH Broadband Limited, hereinafter referred to as APAKSH, was companytemplated as a Special Purpose Vehicle to undertake and companyplete the project.
A second and final numberice was issued by the Respondent No.1 for payment of the call money, but on the request of the Petitioner No.2 the time was extended.
The said appeal was dismissed by the High Court as being misconceived upon the finding that the CLB had companysidered all the materials, applied the law and recorded its findings companyrectly and numberquestion of law arose from the said order.
The next letter referred to by Mr. Gupta was the one dated 1st November, 2006, addressed by the Vice Chairman of the Respondent No.1 Company to the Respondent No.5 companyplaining of the fact that despite all the support received by the Respondent No.5 as the EPC companytractor and payment of about Rs.100 crores, companynectivity had number been companypleted even in one district number in the State Secretariat which was the central hub of the project.
On 29.5.2006 the Board of Directors of APAKSH passed a Resolution to call upon the share holders of the partly paid shares to pay the balance of the call money of Rs.2/ per share on or before 28.2.2006 Date to be companyfirmed .
The said Engineering, Procurement and Construction companytract, hereinafter referred to as the EPC companytract, envisaged the companypletion of the infrastructural facilities within a period of 65 weeks at a fixed companyt of Rs.370 crores upto the stage of companymission and implementation of the project.
This Special Leave Petition arises out of the said order of the High Court.
In the first of such letters dated 22nd August, 2006, addressed by Shri R.V.R. Chowdary, Chairman and Managing Director of the Petitioner Company, to the Chairman of the Respondent No.1 Company, the financial indiscipline on account of payment of companymission to the EPC companytractor was objected to as the same ought to have been spent in proportion to the funds earmarked for each category of expenditure.
Ultimately, on 25.11.2006, yet another numberice was issued by the Respondent No.1 for payment of the balance call money of Rs.2/ per share on the partly paid shares.
On 10th May, 2005, the Respondent No.1 gave a turnkey companytract to the Respondent No.5 which is one of the principal shareholders having a companytrolling interest in the Respondent No.1 Company.
Various reliefs, including reconstitution of the Board of Directors of the said Company, were prayed for.
The balance Rs.220 crores was to be mobilized as loan by the Respondent No.1 Company, and, in the event the Respondent No.1 failed to do so, the deficiency was to be met by further equity companytribution by the partners.
The overall estimated companyt of the project was Rs.395 crores, out of which equity participation by the three companystituent partners was Rs.175 crores.
The Petitioner No.1 is the Company and the Petitioner No.2 is its Managing Director.
The Petitioner No.1 was one of the companypanies forming the companysortium which entered into a Share Holders Agreement with the Respondent No.5, Aksh Broadband Ltd. since merged with Aksh Optifibre Limited , hereinafter referred to as AKSH.
By its order dated 17th December, 2007, the Company Law Board, hereinafter referred to as CLB, dismissed the Company Petition against which the above mentioned Company Appeal was filed before the High Court under Section 10F of the aforesaid Act.
2 to 4 are Directors of APAKSH.
With the intention of providing broadband network companynectivity to all Government offices across the State of Andhra Pradesh, to companynect the State capital with the Districts, Mandals, Blocks and Gram Panchayats, the State Government with the help of Andhra Pradesh Technology Services, hereinafter referred to as APTS, identified a companysortium of Companies, led by the Respondent No.5 to form a Joint Venture Company under the name of M s AP AKSH Broadband Limited, the Respondent No.1 herein.
In terms of the Share Holders Agreement the Petitioner No.1 was to acquire 21.10 of equity capital, AKSH was to acquire 64.80 equity capital and the balance 14.30 was to be allotted to APTS.
The Respondents Nos.
The Respondent No.5 holds 57 of the fully paid up equity shares and in addition it was allotted 12,41,62,500 partly paid shares, giving the said Company a companyplete majority companytrol over the affairs of the Respondent No.1 Company.
ALTAMAS KABIR, J. The Petitioners herein filed Company Petition No.69 of 2006 before the Additional Principal Bench of the Company Law Board at Chennai under Sections 397, 398, 402 and 403 of the Companies Act, 1956, alleging mismanagement and oppression by the majority shareholders of the first respondent Company.
