MUMBAI BENCH-I In the matter of the Companies Act, 1956 under Sections 59, 213, 241 and 242;

And In the matter of;

DIPAK SHANTILAL PAREKH & ANR.

… Petitioner Versus METACHEM PRIVATE LIMITED &

ORS.

… Respondents Order Pronounced on 08.05.2026 Coram :

Shri Prabhat Kumar Shri Sushil Mahadeorao Kochey Hon’ble Member (Technical) Hon’ble Member (Judicial)

Appearances:

For the Applicant : Mr. Shyam Kapadia, Sr. Adv. Simil Purohit a/w Adv Ashish Pyasi a/w Adv Vishal Patlabiraman a/w C.S. Siddharth Doshi For the Respondent : Adv. Pulkit Sharma, adv. Vishesh Kalra, Adv. Shrey Shah, Adv. Mitali Dhoble Adv. Akshay Petkar a/w Aniket Malu

ORDER

Background of the case

1. The present Company Petition 4017 of 2019 has been filed on 25.10.2019 under Sections 59, 213, 241 and 242 of the Companies Act, 2013 (“the Act") by Mr. Dipak Shantilal Parekh and Mrs. Mrudula Dipak Parekh (hereinafter referred to as the ‘Petitioners’). The Petitioners are alleging illegal and oppressive actions by the respondents, namely Mr. Dilip Shantilal Parekh (hereinafter collectively referred to as ‘Respondent No.2/ R2’) and his wife Mrs. Lata Dilip Parekh (hereinafter collectively referred to as ‘Respondent No.3/ R3’) in the affairs of Metachem Private Limited (hereinafter referred to as the ‘Company/ Respondent No.1/ R1’) incorporated in March 1941, R1 to R 3 are collectively referred to as the ‘Respondents’ herein after.

2. The Board of directors of Respondent Company comprised of Petitioners and R2 & R3, however, subsequently, the Petitioner No. 2 ceased to be directors of Respondent Company due to purported disqualification u/s 167 of the Act, thus leaving Petitioner No. 1, R2 & R3 as only directors of Respondent Company. The Petitioners held 4830 equity shares of Respondent Company together constituting 50.05% of its equity share capital, and R2 & R3 held 4820 equity shares of Respondent Company together constituting 49.95% of its equity share capital, till filing of the present petition. The Respondents are alleged to have held an Extra- Ordinary General Meeting (EoGM) of Respondent Company on 14.09.2021 authorizing the increase in the authorized share capital of Respondent Company from Rs. 1.00 Lakh to Rs. 7.00 Lakhs divided into 68850 equity shares of Rs. 10/- each and 1150 preference shares of Rs. 10/- each. Thereafter, the Respondents allotted 60,000 equity shares of the Respondent Company to themselves by raising paid up capital to Rs. 7.00 Lakhs pursuant to a board resolution dated 25.10.2021 & 26.10.2021, thus, while the petitioners together hold 4830 equity shares of Respondent Company, the Respondents hold 64820 equity shares thereof subsequent to filing of present petition. Besides this, the Petitioner No. 2 held 570 preference shares of Rs. 10/- each, and the Respondent No. 3 held 580 preference shares of Rs. 10/- each at the time of filing of present petition and continues to hold the same.

3. The Respondent Company is stated to have held valuable tenancy rights with a right to sub-lease as its main assets, as detailed below, and primary source of income/revenue :

a. Office No. 104, Sabari Samriddhi, Parekh Compound, Opp. Union Park, Sion-Trombay Road, Chembur, Mumbai 400071 as protected tenant (referred as “Sabari Office”);

b. B/4, Haware-Parekh Chambers, Parekh Compound, Opp. Union Park, Behind Maitri Park, Chembur, Mumbai 400 071, whereat the registered office of the Respondent Company is situated, (referred as “Parekh Compound Property”);

c. Ground Floor, Tridal Building, Opp. Hotel nebula, Shivaji Park (referred as “Tridal Building Property”); and d. Premises at Motibaug, CTS No. 619/19, Opp. Union Park, Sion-

Trombay Road, Chembur, Mumbai 400 071 (referred as “Motibaug Property”).

4. Mr. Bharat Shantilal Parekh (hereinafter collectively referred to as ‘Respondent No.4/ R4’) and his wife, Mrs. Sneha Bharat Parekh (hereinafter collectively referred to as ‘Respondent No.5/ R5’) owned a property described as ‘Office No.104, Sabari Samriddhi, Parekh Compound, Opp.