Dilution via valid rights issue for lender compliance and unsubstantiated forgery/siphoning claims do not constitute oppression under Section 241; private companies exempt from Section 180.

O R D E R

1. The present Petition, filed dated 08.05.2024, under Section 241-242 of Companies Act,2016, by Shashikala Jain, Shareholder of Respondent No. 1 Company against Mittal Soya Protein Private Limited along with its Directors and Shareholders for seeking directions as given below:

a. Issue appropriate orders, directions and reliefs under Sections 241, 242 and other applicable provisions of the Companies Act, 2013 to bring to an end the aforesaid acts of oppression and mismanagement being perpetrated by the Respondents, including the orders, directions and reliefs prayed for herein;

b. quash the Board Resolution dated 22/02/2022, 15/06/2022, 28/06/2022, 21/07/2022 and 25.04.2024;

c. issue necessary directions to declare that the manner of issuance of 8,000 preference shares based on forged signature as void ab initio;

d. issue necessary directions to safeguard the interest of the amount so been illegally assigned by the respondent No. 2, 3 and 4 for the issuance of 8,000 preference shares in favour of the petitioner;

e. issue necessary directions to the competent authority to undertake all necessary actions for the infringement of subsection (12) of section 118 of the Companies Act of 2013;

f. Declare the Right Issues (21.02.2024) to be illegal and void ab Initio and;

g. declare that the Respondent No. 2, 3 & 4 are running the affairs of the Respondent No. 1 Company in a manner prejudicial to the interest of the Company and its members;

h. Permanent Injunction restraining Respondents No. 2, 3 & 4 from acting, representing and/ or holding themselves out as Shareholder and Director of the Respondent No.1 Company;

i. Declare Respondent No. 2, 3 & 4 as unfit to be the Directors of Respondent No.1 Company;

j. To pass an order awarding the cost of the present litigation to the Petitioner;

k. To pass such other / further order/ directions which this Hon’ble Tribunal may deem fit and proper in the facts and circumstances of the present case.

2. The Petitioner’s case in brief is:

a) The Petitioner submits that she was a Director of Respondent No. 1 Company from 30.04.2021 to 09.09.2023. The Petitioner as on the date of filing this petition holds 3.75% of the issued and subscribed shares of the respondent No. 1 company, it was further submitted that at the time of inception of respondent No. 1 company, she was holding 10% shares which has been illegitimately reduced by the Respondents and is one of the grounds in the petition being aggrieved of.

b) The respondent No. 1 company i.e. M/ s Mittal Soya Protein Private Limited was incorporated and registered on 11/12/2020, within the state of Madhya Pradesh with the Ministry of Corporate Affairs, New Delhi by the respondent No. 2 and 3 for carrying on the business of manufacturing and processing of soya-bean, rapeseeds, flax seeds including meals of rapeseeds, flax seeds, high protein soya- bean meal, soya flour, soya milk, soya lecithin, soya oil, dock oil, etc. and its related products.

c) The Respondent No. 2 and 3 belong to the same family and holds 55% of the issued and subscribed shares of the respondent No. 1 company. The respondent No. 2 is the promoter director of the respondent No. 1 company and has been mainly mismanaging the affairs of the Respondent no. 1. Further, the respondent No. 3 was the director of the respondent No. 1 company who later resigned on 15/03/2023.

d) The Petitioner submits that the family of the Petitioner along with the families of respondent No. 2 and 3 have shared cordial relations for several years and on December 2020, respond