M.K. Shrawat, Member - (1.) This petition was filed before the erstwhile Company Law Board on April 20, 2015 by the petitioner who is stated to be one of the promoter director of the company M/s. Dolce Pharmaceuticals P. Ltd. (respondent No. 1) incorporated on November 23, 1994. The petition is filed under section 59 of the Companies Act, 2013 (hereinafter referred as "the Act"). The main object of the company is to manufacture, trade sale, etc., of the pharmaceuticals products. That the petitioner is a qualified architect of 1981 batch and holding 10 equity shares of Rs. 100/- per share. Likewise respondent No. 2, Mr. Nagesh Jere, at that time working in a pharmaceutical company, was holding 10 shares each of Rs. 100/- only. Hence each having 50 per cent shareholding to run the company as a quasi-partnership. The date of allotment as per share certificate was November 30, 1994. The company acquired a plot bearing No. J/94 admeasuring 1,000 sq. mtrs. at MIDC Boisar, for construction of factory premises. The company had raised a loan of Rs. 30,00,000/- Abhyubaya Co-operative Bank. The petitioner had raised an issue of inflated bills and a payment by cheque of Rs. 27,77,000/- however later on the impugned payment was stopped.
(2.) Subsequently, in the year 1996 (around March 31, 1996), the authorised capital of the company of Rs. 2,000/- was raised to Rs. 2,57,000/-. The allegation is that without proper authorization or board meeting a unilateral decision was taken. The respondents have issued 1,000 shares to respondent No. 2,1,000 shares to the father of respondent No. 2 and 550 shares to Mrs. Sulochana Jere respondent No. 3 (wife of respondent No. 2). That thereafter on the death of father of respondent No. 2 his 1,000 shares were also transmitted in the name of respondent No. 2 without the knowledge of the petitioner and without holding board meeting. No shares were allotted to the petitioner. According to the petitioner he was entitled to 1,275 shares to constitute 50 per cent holding of the share capital. It was an understanding that the petitioner and respondent No. 2 shall remain always as equal stakeholders, however, diluted from 50 per cent to 0.39 per cent. In the petition it is further informed that respondent No. 2 had partly transferred out of his shareholding few shares in favour of respondents Nos. 4 and 5, i.e., Mr. Gopal Nair and Mrs. Rakhi Nair.
(3.) The next allegation is that the petitioner is removed from the directorship without due process of law and removal was not only mala fide but void ab initio.;