The tribunal ruled that personal disputes among shareholders do not warrant intervention unless statutory compliance is violated, which was not established in this case.

ORDER

The case is fixed for pronouncement of order.

The order is pronounced in open Court vide separate sheet.

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DR. V. G. VENKATA CHALAPATHY CHITRA HANKARE MEMBER (TECHNICAL) MEMBER (JUDICIAL)

IN THE NATIONAL COMPANY LAW TRIBUNAL AHMEDABAD (COURT - II)

TP No. 202 / NCLT / AHM / 2016 (In the matter of Sections of 213 , 241 & 242 of the Companies Act, 2013 )

In the matter of Pinakin Navnitlal Khadiyali …Petitioner Touchwood Weaves Pvt. Ltd & Ors.

…Respondents MEMO OF PARTIES Pinakin Navnitlal Khadiyali 163, Bhagwan Park Adajan Road, Surat-395009 …Petitioner Versus

1. Touchwood Weaves Private Limited 4030, Jash Textiles Market, Ring Road, Surat, Gujarat.

2. Puneet Purushottamlal Bhatia 103, 1^st, FLR, Neptune, Evershine Millenium Paradise, Thakur Vill. Mumbai-400101 Maharashtra, India

3. Purushottamlal Bhatia 103 EMP, 27 Neptune Thakur, Village Kandivli (E) Mumbai-400101 Maharashtra, India

4. Ariza Hamid Husain Saiyed Sangam Chawl Anand Nagar, New Link Road Near Corner Hotel, Jogeshwari West Mumbai-400102 Maharashtra, India …Respondents Order pronounced on 22.01.2025 Coram:

MRS. CHITRA HANKARE HON’BLE MEMBER (JUDICIAL)

MR. VELAMUR G VENKATA CHALAPATHY HON’BLE MEMBER (TECHNICAL)

Present:

For the Applicant : Mr. Dhiren Dave, Adv. For the Respondent : Mr. Jash Dalia, Adv. a.w. Mr. Dikshak Soni, Adv. for R-1 & 2

JUDGEMENT

1. The present petition is filed by Pinakin Navnitlal Khadiyali under Section 213 , 241 and 242 of the Companies Act, 2013 seeking following reliefs:

a) To buy out the Petitioner Group at the fair value of shares of the company (considering market value of immovable assets) and release Petitioner’s group from all liabilities created by respondents with the bank.

b) To order investigation into the affairs of the company with regard to machineries and turnover of the company to justify the figures of financial statements and end use of funds taken from the bank.

c) To direct Respondent No. 2 to not to act against the interest of the Company and drag the R-1 company into unnecessary litigation.

d) To direct the directors act as per terms of sanction letter of the Bank.

e) To award cost and incidental expenses to the petition to be paid by the respondents.

2. Respondent No.1 is a company incorporated under the Companies Act, 1956 on 05.11.1993 having Authorised Captial of Rs.2,10,00,000/- divided into 21,00,000 Equity Shares of Rs.10/- each and Paid up capital of Rs.2,07,25,000/- divided into 20,72,500 Equity Shares of Rs.10/- each. Main object of the company is textile trading and manufacturing.

3. Petitioner submitted that he was appointed as director of the company w.e.f. 25.03.2014 and was allotted 100000 shares of Rs.10/- each at par on the same day and petitioner’s wife was also allotted 4,20,000 shares of the company. After this Company applied for project loan to Bank of India which was sanctioned vide sanction letter dated 07.07.2014. It is submitted that to mortgage the assets as stated in the bank sanction letter Petitioners wife and R-2 purchased and got the documents executed of the property stated at page no.3 of bank sanction letter situated Vasai, Thane on 17.10.2014. It is further submitted that R- 2 did some mischief and got the mortgage document of Bank of India signed by Petitioner and his wife which was not for loan of R-1 company but that loans were used by R-2 for the partnership firms of R-2 and R-3 and entire fund was siphoned off by him.

4. It is submitted that R-2 acquired fresh industrial land at vill. Aapti Khurd, Vikram Garh, Thane and also applied to Bank of India and got the terms of sanction amended by the bank on 10.03.2015. It is stated that R-2 came to know that there is Government subsidy of nearly Rs.5 Crores in the projected. Petitioner submitted that R-2 has issued forged and fraudulent Board resolution without actual board meeting and stating false registered office address. R-2 has also obtained further loan of Rs.2.60 Crores from HDFC Bank on 06.10.2015 having signature of only one director i.e.