The Court found no evidence of oppression or mismanagement, as unilateral actions by the majority shareholder did not violate minority rights, leading to the dismissal of the petition.

ORDER

I. The Petitioner M/s Big Bang Boom Solutions represented by Mr. Praveen Dwarakanath, Director is minority shareholder in M/s Centuari Composites Pvt Ltd. (hereinafter called as Company/Respondent No.1), by filing the present Petition has sought the intervention of this Authority to prevent oppression and mismanagement in the Company at the behest of its Managing Director and majority shareholder, Mr. Athul Pai (hereinafter called as Respondent No. 2) by citing the following instances:

a) The minority shareholders were kept in the dark as regards substantial decisions of the Company by the Respondent No.2 including but not limited to the return of the grant made to the Company by Innovations for Defence Excellence (IDEX), which is part of the Government of India and which constituted the primary business of the Company;

b) Actions undertaken unilaterally by the Respondent No.2 to the exclusion of minority shareholder, i.e. the Petitioner, in spite of the Petitioner's constant request to execute a Share Holders Agreement to participate in the affairs of the Company;

c) Unilateral actions and decisions taken by the Respondent No 2 without informing the Petitioner about cancelling major projects of the Company without the consent or approval of the Petitioner;

d) Abandoning the business of the Company by cancelling existing projects and stalling the functioning and working of the Respondent No 1; and e) Oppressive and unilateral manner of the convening of Extraordinary General Meetings in a manner contrary to the provisions of the Companies Act, 2013 and the Articles of Association of the Company to further the illegal and unlawful agenda of the Respondent No.2 for winding up the Company and for striking of the Company from the Register of Companies.

II. Petitioner’s Case:

1. The Petitioner’s Company is a start-up involved in developing and integrating defence solutions with the prime objective of developing indigenous intellectual property. Ever since its incorporation, the Petitioner’s Company has established a respectable image in the market. Presently, the petitioner is developing innovative defence solutions such as T- Series Unmanned Tank Development, Next Generation Hybrid Personal Combat Armour, 360 Advance Battle Interface, Anti-drone defence system, Carbon Fibre Winding. Etc. Mr. D. Praveen and Dr. R. Shivaraman are the promoters of Big Bang Solutions Pvt. Ltd. i.e., Petitioner Company.

2. The Petitioner and the Respondent No.2 are shareholders of the Respondent No.1’s Company, wherein the Respondent No. 2 holds 89% and the Petitioner holds 11% shares. [Document No 2.]. The Respondent No. 1 was incorporated on 4^th June 2019 under the provisions of the Companies Act, 2013 whose business activities are similar to that of the Petitioner’s Company and in this regard Respondent No.1 received a SPARK grant from the Defence Innovation Organization (IDEX), which is a Government of India initiative, for undertaking a new project with IDEX. The grant consists of a cash grant of Rs. 1,50,00,000/- (Rupees One Crore Fifty Lakhs only) which is provided to the Petitioner in stages. As of now Respondent No.1 Company has received an amount of Rs. 15,00,000/- (Rupees Fifteen Lakhs).

3. The Respondent No.2 initially obtained the grant from IDEX, being aware of the fact that the Petitioner was also involved in a similar business. The Respondent No.2 approached the Petitioner with an intention to collaborate and synergise on the business opportunity which is received. In this background, the Respondent No.1 was incorporated with the shareholding patter