The court established that unauthorized investments by majority shareholders causing financial losses to the company constitute oppression, warranting restitution and compliance with corporate governance standards.

ORDER

Per: Coram.

1. The present Company Petition has been filed by Mr T P Anil Kumar, Mr T P Ajith Kumar, Mrs T P Sarada, and Mrs Anju Madhav (hereinafter collectively referred to as the Petitioners under Sections 213 , 241, 242, 244, 246, read with Sections 337 and 341 of the Companies Act, 2013 , against M/s. Indus Motors Company “ ”) Private Limited and seven others (hereinafter collectively referred to as the Respondents are seeking the following reliefs: “ ”)

a) A direct and independent forensic audit into affairs of the Company from the FINANCIAL YEAR 2011-2012 till the FINANCIAL YEAR 2018-2019 by an independent auditor appointed by this Tribunal preferably from one of the big four auditing firms;

b) Direct the investigation into affairs of the Company by an inspector appointed by the Central Government;

c) Declare that the Executive Management of the Company has mismanaged the affairs of the Respondents No. 1 Company in a manner prejudicial to the public interest and interests of the Company and has acted oppressively;

d) Direct Majority Shareholders to recompensate the Company for all losses suffered by the Company along with an interest calculated thereon at the rate of 12% (twelve percent), as a consequence of the fraudulent, unlawful, and wrongful acts or omission of the Majority Shareholders, under Section 242 (2) of the Companies Act, 2013 ;

e) In the alternative, order reduction in the share capital of the Company to the extent of the shareholding of the Majority Shareholders under Section 242 (2)(c) of the Companies Act, 2013 ;

f) Disqualification of Majority Shareholders as promoters of the Company and/or from voting in the Company as shareholders of the Company;

g) Direct recovery of undue gains made by the Executive Management of the Company, including the management fee paid to the Executive Management of the along with an interest calculated thereon at the rate of 12% (twelve percent) and payment thereof to the Company under Section 242 (2) (i) of the Companies Act,2013;

h) Remove Majority Shareholders as directors of the Company under Section 242 (2) (h) of the Companies Act, 2013 ;

i) Direct Respondents No. 2 to offer the 6.4% shares of the Company not purchased by Mr. P.A. Hamza and currently in the custody of Respondents No. 2 to be purchased by the other shareholders of the Company at the exercise price of Rs. 137.23/-

j) Direct Respondents No. 2 to transfer the amount of dividend received by him with the 6.49% equity shares of the Company not purchased by Mr. P.A. Hamza to Respondents No. 1 along with an interest calculated thereon at the rate of 12% (twelve percent).

k) Direct enquiry into the conduct of the Majority Shareholders and order to repay or restore the money or property or any part thereof by the said Respondents, with interest at such rate as this Bench considers just and proper, or to contribute such sum to the assets of the Respondents No. 1 by way of compensation in respect of the misapplication, retainer, misfeasance or breach of trust, as this Bench considers just and proper.

l) Direct the Executive Management of the Company to make a public announcement to the effect that the Company is an independent entity and is not a part of Bridgeway/ Peeves Group.

m) Direct Respondents Nos, 2 to 8 to compensate the Company for damages incurred by it due to the unauthorised use of the registered trademark of the Company by companies belonging to the Bridgeway/ Peeves Group.

n) The Board of Directors of the Company be superseded and an Administrator and/or Special Officer be appointed to take charge of the management and affairs of the Company and of all books, papers, records and documents of the Company as well as its assets and properties; or Alternatively, a Committee be constituted by this Board consisting of the representatives of the Petitioners to function as such Administrator and/or Special Officer for management and control of the affairs of the Company on such terms and conditions as to this