The court determined that the sale of company property without compliance with statutory requirements and non-service of notices constituted oppression, warranting compensation and share buyout for the petitioners.

ORDER

1. This Company Petition CP 200 of 2023 has been filed on 10.07.2023 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 Ronak Dyeing Limited (“Respondent No. 1/Respondent Company”) having its Registered Office in Mumbai (Maharashtra) to seek following reliefs:-

a) Hon'ble Tribunal be pleased to set aside and cancel the Deed of Conveyance dated 11.07.2022;

b) Hon'ble Tribunal be pleased to declare Board Resolution dated 02.05.2022 for alleged sale of property as null and void;

c) Hon'ble Tribunal be pleased to declare the allotment of 5,00,000 shares in favour of allottees (enclosed in Exhibit-F) as null and void;

d) Hon'ble Tribunal be pleased to declare Board Resolution dated 25.03.2011 for issue to additional shares as null and void;

e) 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;

f) 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 21.56% as on 30.09.2010);

g) 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;

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

i) Hon'ble Tribunal be pleased to direct Respondent No. 2 to 5 and their daughters i.e. Rachna Ohja and Nisha Dave to indemnify the company to the extent of remuneration and salary received by them till date;

j) 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;

k) 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;

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

m) 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.

2. The Petitioners are the shareholders of Ronak Dyeing Limited. Petitioners hold 1,07,850 equity shares which is 10.79% of the issued, subscribed and paid-up share capital of the Company. As on 30.9.2010, the Petitioner no. 1’s husband Shanti Dharshi Doshi (SDD) was the original shareholder holding 14.68% of the then issued, subscribed and paid-up share capital of the Company and the Petitioners held 6.89% of the then issued. 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 6^th October, 1986 under Companies Act, 1956 and is engaged in textile business. Presently, the Authorized, Issued, Subscribed and Paid-up share capital of the said company is Rs. 1,00,00,000/- (Rupees One Crore only) divided into 10,00,000 equity shares of Rs.10/- each. Company Identification Number (CIN) of the company is U17110MH1986PLC04114