JUDGEMENT

JUSTICE YOGESH KHANNA, MEMBER (JUDICIAL)

1.This appeal is filed against an order dated 12.10.2023 passed by the Ld. NCLT, Jaipur in CP No.79/241-242/JPR/2018.

2. The facts of the case are as under: -

i) The Appellant and the Respondent got married on 06.12.1989 in Jaipur, India;

ii) on 02.12.1991, M/s Stone Age Granite Pvt. Ltd. i.e. the Respondent No. 1 Company was incorporated as a Private Limited Company under the aegis of the Companies Act, 1956, wherein the Appellant was involved in the business activities;

iii) considering her contribution in the Respondent No. 1 Company, the Appellant was appointed as a Director in the Respondent Company on 16.09.1994;

iv) pertinently, the Appellant has a degree of Masters in Business Administration, whereas the Respondent No. 2 is only a Bachelor in Commerce. Therefore, even in terms of educational qualification, the Appellant is more qualified than Respondent No. 2 to handle the business of the Respondent No. 1 Company;

v) in 2004, the Respondent No. 1 Company was changed from Private Limited Company to Public Limited Company under the name of M/s Stone Age Limited;

vi) on 31.03.2004, 10,000 shares belonging to the Respondent No. 2 were transferred to the Appellant herein, making her shareholding 20% of the total shareholding of the Respondent No. 1 Company;

vi) in the year 2005, the Appellant and the Respondent No. 2 moved to the United Kingdom as a couple. More particularly, the Respondent No. 2 moved to the United Kingdom as a dependant on the Appellant’s Visa. The Respondent No.2 and the Appellant were thus living in United Kingdom until the year 2012;

vii) the Appellant and the Respondent No. 2 purchased a joint property in the United Kingdom where they cohabited as a couple and Appellant still continues to reside in the same property in United Kingdom;

viii) in 2007, the Appellant was appointed as a Whole Time Director of the Respondent No.1 Company for a period of 5 years and 5500 shares of the Respondent No. 2 were transferred to the Appellant herein, thereby increasing the total shareholding of the Appellant in the Respondent No. 1 Company to 31% from 20%. The Appellant was further issued shares at various occasions, however, as the Authorized Share Capital of Respondent No. 1 was increased, the total shareholding of the Appellant remained at 31%;

ix) in 2009, the Respondent No. 1 Company again offered bonus shares and allotted 31000 shares to the Appellant, increasing her shareholding to 62000 shares, being 31% of the total shareholding of the Respondent No. 1 Company. The Appellant still holds 62000 shares of the Respondent No. 1 Company;

x). on 31.03.2012, the Appellant, being a resident of the United Kingdom, held 31% shareholding in the Respondent No.1 and was a whole-time director of the Respondent No.1 until 28.02.2017 (appointed on 01.03.2012);

xi) on 25.05.2012, marital discord and differences arose between the Appellant and the Respondent No. 2, led to the Appellant filing divorce proceedings in the United Kingdom on 25.05.2012, but was not pursued by the Appellant;

xii). the Respondent No.2 filed a divorce proceeding on 05.06.2012 in India. These divorce proceedings have been dismissed by the Family Court and the High Court of Rajasthan; and the Respondent No. 2 has appealed against the order of dismissal in the Hon’ble Supreme Court of India which is pending as on date. It is necessary to note the Appellant did not seek any maintenance in the divorce proceedings filed by Respondent No. 2;

xiii) the Respondent No. 2, being the Chairman of the Respondent No.1, on 25.07.2012 had removed the Appellant from the position of a whole-time director on the ostensible reason the Appellant had not offered herself to be re-appointed. At this juncture, the Appellant was holding 31% of the shareholding of the Respondent No. 1 Company;

xiv) it is alleged even the relevant Articles of Association of the Respondent No. 1 Company did not mandate that Whole Time Directors had to offer themse