ORDER

Per: CMDE Siddhartha Mishra, Member (Technical)

1. The Court convened through hybrid mode.

2. Heard Ld. Counsels for the parties.

3. The CP 133/KB/2025 has been preferred by one Mrs. Uma Ganguly under Section 241, 242, 243, 244 and 447 of the Companies Act, 2013, seeking the following reliefs:

“a. A Scheme be framed for management and administration of Respondent No. 1 Company,

b. The Board of Directors of Respondent No.1 Company be superseded, and a Special Officer/ Administrator be appointed to take control and custody of the businesses, investments and properties of the Respondent No. 1 Company,

c. Injunction restraining Respondent No.2 and 3 from taking any steps towards removal of the Petitioner as the Director of the Respondent No. 1 Company,

d. Injunction restraining Respondent Nos. 2 and 3 from changing the composition of board of Directors of Respondent No.1 Company except for the removal of Respondents Nos. 2 and 3,

e. ………………………………………………..

ww. Pass appropriate orders, reliefs and directions under Sections 241, 242 and 244 of the Companies Act, 2013 to bring an end to the acts of oppression and mismanagement perpetrated by Respondent No. 2 and 3 in the Respondent No. 1 Company and for such purposes, fair valuation be ordered, in case necessary. and direction be passed with respect to sale and purchase of shares of the Respondent No. 1 Company,

xx) Ad-interim orders in terms of prayers above;

yy) Costs of and incidental to this petition be paid by Respondent Nos. 2 and 3;

zz) Such further orders or directions be passed as this Hon'ble Tribunal may deem fit and proper;

aaa) And/or to pass such other order or orders as this Hon'ble Tribunal may deem fit and proper,

bbb) Such further orders or directions be passed as this Hon'ble Tribunal may deem fit and proper.”

Ad Interim Reliefs prayed for:

“a. A Scheme be framed for management and administration of the Respondent No. 1 Company;

b. The Board of Directors of Respondent No.1 Company be superseded, and a Special Officer/ Administrator be appointed to take control and custody of the businesses, investments and properties of the Respondent No. 1 Company;

c) Injunction restraining Respondent No.2 and 3 from taking any steps towards removal of the Petitioner as the Director of the Respondent No. 1 Company;

d) Injunction restraining Respondent Nos. 2 and 3 from changing the composition of board of Directors of Respondent No.1 Company except for the removal of Respondents Nos. 2 and 3;

e. Injunction restraining Respondent Nos. 2 and 3 from scheduling and convening any further meetings of Board of Directors of Respondent No.1 Company for the removal of Petitioner as a Director of Respondent No. 1;

f. Injunction restraining Respondent Nos. 2 and 3 from committing any further act towards removal of the Petitioner as a Director of the Respondent No.1 Company,

g. Pass appropriate order/s of injunction restraining Respondent No. 2 and 3, their servants and agents from reducing, altering or changing in any manner the shareholding of the Petitioner in the Respondent No. 1 Company,

h. Injunction restraining Respondent Nos. 2 and 3 from reducing, disposing, dealing with, altering and/or changing the shareholding of the Petitioner in Respondent No. 1 Company;

…………………………..

ddd) Any other order/ interim relief in favour of the Petitioner which this Hon'ble Tribunal deems fit in the interest of equity and justice.”

4. Factual Background:

4.1. Mrs. Uma Ganguly (P1) is a shareholder and promoter director of R1, currently owning 6,74,000/- eq. shares of Rs. 10 equivalent to 49.93% of shareholding.

4.2. Respondent No. 1(R1) is a company incorporated under the Companies Act, 2013, having its Registered Office at 225, Rishi Bankim Avenue, Bhadreswar-712124, District – Hooghly, West Bengal.

4.3. Respondent No. 2(R2) is a director and shareholder of R1 holding 49.93% shareholding

4.4. Respondent No. 3(R3) is a director and shareholder of R1 holding 0.15% shareholding.

4.5. Respondent No. 4(R4