Address for Communication

Dated 30th June, 2015

Registrar of Companies, West Bengal
Ministry of Corporate Affairs,
2nd MSO Building,
2nd Floor, 234/4, A.J.C.B Road,
KOLKATA 700 020.

1-91, 1st Floor, Plot No.268/3,

Patrikanagar, Hitech City,
Madhapur, Hyderabad 500081
Phone #040-40036132
E-Mail: rajg@globalnest.com

Dear Sir,
Sub: Global Nest IT Solutions Private Limited.
(CIN U72200WB2009PTC136274)
*****
We bring to your kind notice that we i.e. Mr.Balraj Gardilla, Mr.Durga Prasad
Mikkilineni of Global Nest LLC (hereinafter called as JV Partners) along with Mr.Harsh
Khandelwal and Mr.Adarsh Khandelwal, have incorporated a Company i.e. Global
Nest IT Solutions Private Limited, as per the provisions of the Companies Act, having
its Registered Office at 12/B, Russel Street, Middleton Row, Kolkata. As per the
original understanding both the parties shall hold and maintain equal shareholding of
50% each, at any point of time.
JV Partners are also the promoters of 2 other Companies i.e Global Nest Technologies
Private Limited and Global Nest Consulting Private Limited, both having the
registered offices in Hyderabad and the word Globalnest is the trademark registered
in the name of M/s Global Nest LLC, which is promoted by us and the same is also
registered in India as a trademark in the name of Global Nest Technologies Private
Limited. We have a proprietary right in respect of the mark Globalnest and are using
this mark in India as well as outside India for providing IT related services. It is
initially Mr.Harsh Khandelwal, who has approached us with a proposal to incorporate
a Company to carry out SAP business and support services, claiming that he had
good connection in the said field and SAP market was growing fast in Kolkota.
Believing his words, we agreed to incorporate a company with the first name as
Globalnest, wherein both the parties i.e. we along with Mr.Harsh Khandelwal and
Mr.Adarsh Khandelwal, shall hold equal shareholding of 50% each.
Immediately after incorporation for the purpose of smooth running of business, we
infused over 100,000 USD into Global Nest IT Solutions Private Limited, at various
point of time, whereas Mr.Harsh Khandelwal was confined to look after the operations
and day to day business and management of the Company. We reposed complete
faith and confidence in Mr.Harsh Khandelwal and he assured us that in our absence,
the affairs of the Company would be managed honestly and in the best interest of the
Company and the promoters.
In spite of our physical absence, we have always taken keen interest in the affairs of
of the company and even after investing over 100,000 USD, we did not receive any
returns from the Company, though we were instrumental in bringing the business and

providing all essential resources to the Company for its growth and expansion in
Kolkata.
Until March, 2013, Mr. Harsh Khandelwal, never demanded our personal presence,
but from March, 2013, he started acting in a suspicious manner and on one pretext
or the other has failed to give information about the true affairs of the company and
deliberately failed and neglected to hand over the statutory documents of the
company.
Through mail he suddenly indicated that he wanted to revamp the company, as the
prevailing model was not working for the company and indirectly blamed us for not
being able to pump in funds and bring offshore clients for the company. He also
proposed to change the shareholding to 80:20 from 50:50. We were shocked to
discover this change of attitude of Mr. Harsh Khandelwal, in whom we had reposed
faith and trust with respect to the company. We refused all the proposals made by
him with regard to dilution of our shareholding in the company. In a series of
electronic mails exchanged between Mr.Durga Prasad Mikkilineni and Mr. Harsh
Khandelwal, Mr. Harsh Khandelwal made some frivolous and grave allegations
against us and alleged that we made no business contribution in the company and
failed to bring in offshore business for the company as per the business plan and for
that it was fair to change the companys shareholding pattern.
We have invested substantial money in the company and built the Salesforce.com,
SAP practice in the company. Further, we have provided all essential resources to
the company for its growth and expansion in Kolkata and have permitted the
company to use Globalnest which is the trade mark owned by our group and has
credibility and good will in the market and the company has benefitted by it. It was
never the business plan of the company that we will have to bring in overseas
clients for the company and had there been any such compulsion upon us to solicit
clients then we would never have agreed to incorporate the company. Since the
inception of the company, it was understood between us and Mr. Harsh Khandelwal
that we would provide our services and perform our obligations as directors of the
company from USA and Mr. Harsh Khandelwal and Mr.Adarsh Khandelwal would be
responsible for the management of the internal affairs of the company. The
company was running smoothly on such mutual arrangement until 2012 and Mr.
Harsh Khandelwal has never demanded our personal presence in the companys
registered office before March 2013.
Subsequently on enquiry /checking the status with MCA portal, we were astonished
to find that Mrs.Neelam Khandelwal, was appointed as Director of the Company on
04-05-2012. No board meeting was held for such appointment and no notice of any
such board meeting or general meeting had been given to us or received by us.
Such appointment was in breach of fiduciary duty and such appointment was made
in contravention of the provisions of the Companies Act and Articles of Association.
The intention of Mr. Harsh Khandelwal was to gain majority in the board and
eventually oust us from the board and subsequently from the management of the
Company.
2

Further in May, 2013, we came to know from the annual return filed by the
Company, that Mr. Harsh Khandelwal has increased the paid up capital of the
Company to Rs.41,00,000/- and purportedly in a board meeting held on 16-032012, he allotted 1,99,990 equity shares to himself and 10 equity shares to Smt.
Chand Devi Khandelwal at par by making adjustment to his salary and office rent
accounts as his contribution, both the acts were done without our knowledge and
consent. Mr. Harsh Khandelwal also allotted 2,00,000 equity shares to Global Nest
LLC, only to give a cloak of legality to the illegal allotment of shares to himself and
Smt. Chand Devi Khandelwal. The said shares were allotted on 30-03-2012 at a
premium of Rs.13/-. Neither Global Nest LLC applied for any shares nor did it give
any consent for such allotment and moreover no consideration money has been paid
by Global Nest LLC. The allotment to Global Nest LLC was made to convert the
money put in by me and Mr.Durga Prasad Mikkilineni as funding.
Mr. Harsh Khandelwal could not have converted such funding into shares; as such
conversion is prejudicial to the interest of myself and Mr.Durga Prasad Mikkilineni
and is contrary to the understanding between the parties. Due to allotment the paid
up capital has been increased from Rs.1,00,000/- to Rs.41,00,000/-, but no money
has come into the company. By reason of illegal allotment of 4,00,000 equity shares
to Mr. Harsh Khandelwal himself, Smt. Chand Devi Khandelwal and Global Nest LLC,
our shareholding has been reduced from 25% each to 0.61% each, as a result, we
have lost effective control over the affairs of the Company. We by a letter dated 23rd
April, 2013 wrote to your good self, requesting you to change the status of the
company to management dispute company. A copy of the same is annexed
herewith as Annexure 1.
We were totally kept in dark with regard to the affairs of the company and not
allowed to participate in the affairs of the company. No annual general meeting or
board meeting have been held, as no notice has been given to us for holding of any
such general meeting or board meeting. However, it appears from the MCA portal
that balance-sheets up to the year 31st March, 2014 and annual returns for the
Annual General Meeting held on 30th September, 2014 have been filed with the
Registrar of Companies. Accounts were considered and adopted without giving us
the notice of the board meeting and filed without proper authorization from the
Board. We deny and dispute the accounts and the particulars of the balance-sheet
filed with the Registrar of Companies. We are of the opinion that the accounts have
been manipulated to suit the interest of Mr. Harsh Khandelwal and others. Mr. Harsh
Khandelwal and others have siphoned off funds of the company and have not shown
the true income or profit of the company.
As Mr. Harsh Khandelwal and Mr.Adarsh Khandelwal are not communicating at all
with us and not even intimating the internal affairs of the company and have
completely ousted us from the management of the company, we had no option but
to take recourse for redressal of our grievances and also with regard to oppression
and mismanagement in the affairs of the company. We had filed C.P No.194 of 2013
with Honble Company Law Board, Kolkata Bench (CLB). Honble CLB after due
enquiry and vide its Order dated 12th day of May, 2015 held that the appointment of
Mrs.Neelam Khandelwal is void and illegal and hence, is nullified; allotment of
3

4,00,000 equity shares to Mr. Harsh Khandelwal, Smt. Chand Devi Khandelwal and
Global Nest LLC, is bad in law and hence and is cancelled and granted other reliefs.
The Copy of the order is annexed herewith for your reference as Annexure -2.
Instead of obliging the order and take corrective steps or preferring an appeal
against the said order, Mr. Harsh Khandelwal, who has knowledge of the order of
CLB, entered into a facility agreement for and on behalf of the Company with ICICI
Bank Limited for an amount of Rs.70,00,000/- (Rupees Seventy Lakh only) vide
Deed of Hypothecation dated 28th May, 2015. The facility agreement entered is
without proper authorization from the Board of Directors, as no Board Meeting was
called for nor any agenda was circulated in respect of the same. Charge was
created/registered in favour of the bank by filing Form CHG-1 with the Registrar of
Companies. Deed of Hypothecation and Form CHG-1 are annexed herewith as
Annexure -3 & 4.
The illegal intention/motive of Mr. Harsh Khandelwal can be gauged from the fact
that in spite of having knowledge that all his previous acts/decisions, were
cancelled/nullified by the Honble CLB, he again intentionally obtained loan from
ICICI Bank, to usurp the funds and defraud us and the Company. So, we once again
request your good self to kindly change the status of the company to
management dispute company, else there is every probability of Mr. Harsh
Khandelwal and others, carrying on the affairs against the interest of the Company.
Thanking you,
For GLOBAL NEST IT SOLUTIONS PRIVATE LIMITED

BALRAJ GARDILLA
DIRECTOR
Encl:
1. Copy of the letter addressed to ROC, West Bengal dated 23rd April, 2013.
2. Copy of the Honble CLB order in C.P No.194 of 2013 dated 12th May, 2015.
3. Copy of the Form CHG-1 and challan filed with ROC.
4. Copy of Deed of Hypothecation dated 28th May, 2015.

Date: April 23, 2013

To,
The Registrar of Companies
KOLKATA
Nizam Palace, 2nd MSO BUILDING
2nd FLOOR, 234/4, A.J.C.B. ROAD
KOLKATA - 700020
Dear Sir,
Sub: Request for Change of Status of company to Management Disputed Company - Reg
Ref: Global Nest IT Solutions Private Limited, CIN: U72200WB2009PTC136274
*****
We would like to bring to your kind notice that we have incorporated the Global Nest IT Solutions
Private Limited on 25/06/2009 with 4(four) Promoter Directors. We ( Balraj Gardilla, Durga P.
Mikkilineni ) being both residents of USA we have taken Harsh Khandelwal and Adarsh
Khandelwal as local Directors. As we are residing in USA, Mr. Harsh Khandelwal and his brother
Mr. Adarsh Khandelwal took advantage of our absence in India and have inducted Ms. Neelam
Khandelwal as an additional director from their family without our knowledge or consent with the
intention of defrauding us. We also came to know that Mr. Harsh Khandelwal has transferred 10
shares in the name of Mr. Dinesh Khandelwal and another 10 shares in the name of Neelam
Khandelwal without our knowledge. We also came to know that these Directors are trying to
increase the paid up capital. We are afraid of the activities that are taking place without any prior
intimation to us and that these may lead to a major fraud in the management aspects as we are
away from the registered office and the 3 other Directors on Register are from the same family.
We are also afraid that these will create Mis-Management and Fraud that will result in a great
financial loss and mental agony for us.
Hence we request you to put this company under the Management Disputed Company status
until further instructions from us to safeguard the interest in justice. We shall be thankful to you.

Thanking You,

Balraj Gardilla
Director

Durga P.Mikkillineni
Director