O R D E R

Per : CORAM

1) This is a Company Petition filed under Section 241-242 of the Companies Act, 2013, seeking various reliefs to prevent oppression and mis-management in the Respondent Company by exercising powers under Section 242 of this Tribunal. It is alleged that the Respondent Nos. 2 to 4 in collusion fraudulently and illegally transferred/transmitted, the late Mrs. Tarla Tanna’s 66.7% stake in the Respondent No. 1 Company, by reducing her to miniscule 6.67% minority in the Respondent No. 1 Company and have unlawfully taken full control of management of the Respondent No. 1 Company. It is alleged that the Respondents have indulged in falsification of documents and Books of Accounts filed with Registrar of Companies and filing of self-contradictory forms and accounts with the Registrar of Companies, Money Laundering, creating liability/loan against the Respondent No. 1 and have caused in increase in losses, long term borrowings, expenses coupled with lack of increment in the surplus and revenue of the Respondent No. 1, thereby eroding the net worth thereof. The Petitioners have therefore sought various reliefs to redress the oppression and mis-management committed by the Respondent Nos. 2 to 4 in the Respondent No. 1 Company.

2) The Respondent No. 1 Company was incorporated on 27.02.1947, under the provisions of 1913 Act. The Company was incorporated with the object of carrying on the business as dealer/commission agent in all types of commodities either as sole-proprietors or in partnership with others; to carry on any trade, business, manufacturing or commercial operations in or with India and the East and in other parts of the World, or in connection with any articles exported from or imported to India and the East or any other part of the World; to acquire, deal with or dispose of in any manner any property fixed or moveable or immoveable corporal or incorporeal or any interest which may be thought beneficial to the Company; and to carry on in India or elsewhere the business of exporters, importers traders, merchants, manufactures, brokers, agents and dealers in any and all kinds of merchants.

3) Mr. Devkaran Nenshi Tanna, Mr. Hasmukh Nenshi Tanna and Mr. Bhogilal Chimanlal Shah were the subscribers to the Memorandum and Articles of Association of the Respondent No. 1 Company. They were the First Directors of the Respondent No. 1 Company.

4) The shareholdings of the Respondent No. 1 Company as on year ending March, 2023, filed with the ROC are as under:-

5) So far as the shareholding of late Mrs. Tarla Tanna is concerned, there is no dispute. The Petitioners herein have filed this Company Petition in the representative capacity for and on behalf of the Legal Heirs of deceased late Mrs. Tarla Tanna, pursuant to the consent terms executed in the Suit bearing No. 1210 of 2009 on 26.04.2017 and taken on record in Testamentary Suit No. 127 of 2014, vide Order dt. 14.05.2017 read with Order dt. 09.05.2017.

6) It is pertinent to note that Mrs. Tarla Tanna passed away on 22.08.2012, leaving behind the Will dt. 16.07.2010. Upon her demise, the Will of late Mrs. Tarla Tanna came to be propounded by the executors of the said Will by filing Testamentary Petition No. 883 of 2014, which was converted into Testamentary Suit No. 127 of 2014, which came to be settled under the Consent Terms. The Respondent No. 2 is the propounder of the Will of late Mrs. Tarla Tanna. It is pertinent to note that the consent terms are under challenge by filing separate Suit by the Respondents bearing Suit No. 1075 of 2019 and also the Testamentary Suit No. 2683 of 2023.

7) In this background, it is the shareholding of late Mrs. Tarla Tanna, which is sought to be protected and preserved by the Legal Heirs of