Under Section 241 and 242 of COMPANIES ACT,

2013

Mrs Jayaben Shantilal Doshi

...Applicant

V/s

Shreehari Fabrics Pvt Ltd

…Respondents

Order delivered on: 27.03.2025

Coram

Shri Prabhat Kumar Justice Shri V.G. Bisht

Hon’ble Member (Technical) Hon’ble Member (Judicial)

Appearances:

For the Applicant : Adv. Naresh Jain, Adv. Rajneesh

Jaiswal, Adv. Anand K., Adv. Niharika

For Respondent : Adv. Shyam Kapadia, Adv. Sanaea

Laskari, Adv. Ishal Patil i/b Phoenix

Legal

ORDER

1.

This Company Petition CP 201 of 2023 has been filed on 27.06.2023 by Jayaben Shantilal Joshi and Nisha Nirmal Shah Under Section 241-242 of the Companies Act, 2013 against the alleged acts oppression committed by Respondent no. 2 to 5 in the affairs of Shreehari Fabrics Private Limited having its Registered Office in Mumbai (Maharashtra) to seek following reliefs:-

a) Hon'ble Tribunal be pleased to declare the allotment of 23,000 shares in favour of allottees as per Form 2 as null and void.

b) Hon'ble Tribunal be pleased to declare Board Resolution dated

30.03.2011 for issue to additional shares as null and void.

c) Hon'ble Tribunal be pleased to direct to remove Respondent No. 2 to 5 from the Board of Directors of the Company and declare them as unfit to be appointed as Director in any Company.

d) Hon'ble Tribunal be pleased to direct reinstatement of shareholding percentage to the Petitioner No. 1 and Petitioner No. 2 as it stood prior to dilution of his equity (i.e 25.08% as on 30.09.2010).

e) Hon'ble Tribunal be pleased to restraining the Respondents from raising any funds in the form of debt or by issue of shares whether in private or in public.

f) Hon'ble Tribunal be pleased to restrain the Respondent No. 2 to 5 to draw any remuneration from the company profit.

g) Hon'ble Tribunal be pleased to direct Respondent No. 2 to 5 to indemnify the company to the extent of remuneration received by them till date.

h) Hon'ble Tribunal be pleased to appoint a forensic auditor at the cost of the Company to investigate that the financial statements and give true and fair view of the affairs of the Company.

i) Hon'ble Tribunal be pleased to appoint an independent administrator in the said Company to keep an eye and to ensure proper working of the said Company.

j) Hon'ble Tribunal be pleased to pass an order for winding up of the company.

k) Hon'ble Tribunal be pleased to direct that no Resolution be passed either in Board Meeting or in General Meeting without the affirmative vote of the Petitioners.

l) That pending hearing and final disposal of the present petition, this Hon'ble Court be pleased to:-

i. direct status-quo in respect of all the properties of the company whether movable or immovable.

m) Hon'ble Tribunal be pleased to pass such other and further orders as this Hon'ble Tribunal may deem fit and proper in the facts and circumstances of the case.

2.

The Petitioners are the shareholders of Shreehari Fabrics Private Limited, Respondent No. 1. Petitioners hold 9280 equity shares which is 15.46% of the issued, subscribed and paid-up share capital of the Company. The Petitioner no. 1’s husband Shanti Dharshi Doshi (SDD) was the original shareholder holding 25.08% of the then issued, subscribed and paid-up share capital of the Company along with the petitioners. SDD remained director of the company till his death on 30.03.2013 and his shareholding was transmitted in the name of petitioner no. 1 in the Financial Year 2018-19.

3.

The Respondent No. 1, is private company incorporated on 30th April 1984 under Companies Act, 1956. (Hereinafter referred to as "the Company"). Presently, the Authorized, Issued, Subscribed and Paid-up share capital of the said company is Rs. 60,00,000/- (Rupees Sixty Lakh only) divided into 60,000 equity shares of Rs.100/- each. Company Identification Number (CIN) of the company is U17120MH1984PTC032790 and the registered office of the company is at 57, 2nd, Bhoiwada, 4th floor, Bhuleshwar, Mumbai 400002. Respondent No. 2 to 5 (here-in- after jointly referred to as 'Sharma Group') a