Winding up a company is a last resort and should only occur when no alternative remedies exist; disputes should primarily be resolved through arbitration or other statutory mechanisms.

ORDER

Brief of the Original Petition

1. The present petition CP No. 213/2017 is filed by Mr. Gurinder Mohan Singh Nindrajog (“Petitioner”) against Hover Automotive India Private Limited (“HAI/ Respondent”) under the provisions of Section 272 (b) of the Companies Act, 2013 and the rules thereof (“Act”) for reliefs under Section 271 (e) of the Act. As a contributory of the Company within the meaning of , the petitioner seeks the following reliefs:

a. That the Company herein, namely, Hover Automotive India Private Limited to be wound up under the orders and directions of this Hon’ble Tribunal;

b. That a Resolution Professional be appointed as the Liquidator of Hover Automotive India Private Limited i.e. the Company together with its assets, affairs, business, books of accounts, papers, vouchers, files, documents and other articles, properties and effects of the Companies Act, 2013 and the Rules thereof.

c. Cost of this Petition be provided for.

Background of the Parties

2. The Petitioner, Mr. Gurinder Mohan Singh Nindrajog, is also a promoter and a substantial minority shareholder of Hover Automotive India Private Limited. The Petitioner, together with the G.M. Singh (HUF) of which the Petitioner is the Karta collectively holds 27% of the issued and paid-up share capital of HAI; out of which, the Petitioner individually holds 26.85%, while the G.M. Singh (HUF) holds 0.15%.

3. The Respondent, Hover Automotive India Private Limited, is a private limited company incorporated on 03.04.2008 under the provisions of the Companies Act, 1956, bearing CIN : U28990MH2008PTC181461, having its registered office at Premises No. B-3, Gr. Floor, Kesar Residency, CHS Ltd., Plot No. CHK-I, Road No. RDP-6, Charkop, Kandivali (West) Mumbai 400067 and an office at 910, 9th Floor, Haware Vashi Infotech Park, CIDO Convention Centre/ Joyalukkas, Sector 30A, Vashi, Navi Mumbai 400703. Facts of the Case

4. Aston Westmont Holdings Limited (“AWHL”) incorporated under the laws of Mauritius and controlled by the family of Mr. Moez Sadrudin Mangalji, who also serves as Executive Chairman and Director of HAI. Salsha Incorporation is incorporated in the United States. AWHL, Salsha, and Mr. Moore are collectively referred to as the “Majority Shareholders”. Majority shareholders are represented on the Board by Mr. Moez Sadrudin Mangalji, Mr. Kevin Whalen and Mr. Fereed Sadrudin Mangalji.

5. HAI was established vide certificate of incorporation dt. 23.04.2008 as a Joint Venture (“JV”) between the Petitioner and the Majority Shareholders to carry out business as enumerated in the clause III.A.1 of the Memorandum of Association which reads as under :

“To carry on the business of distribution, marketing, sales, dealer, development, after sale services, assembly, repair and maintenance services, pertaining to automobiles, motorcars, lorries, buses, vans motorcycles, cycle-cars, motors, scooters, carriages, amphibious vehicles and automobile components, parts and accessories and all machinery, implements, utensils appliances, apparatus, lubricants, solutions, enamels and all things capable of being used for , in or in connection with maintenance and working of various types of automobiles and other things”.

6. HAI executed a Management Services Agreement (“MSA”) on 8.5.2008 with Ichibaan Automobiles Pvt. Ltd., owned by the Petitioner’s family (having 100% ownership), under which the Petitioner, his wife Parveen Nindrajog, son, Sumeet Nindrajog, daughter Rosenyn Kapur provided for the management and operational services. Fees were linked to profits. On 08.05.2008, Nissan and HAI entered into a MSA under which HAI provided Nissan with marketing and sale services for the ‘Nissan’ branded motor vehicles in India. Under the Petitioner’s leadership, HAI