Bikki Raveendra Babu, Member - (1.) This petition is filed by a shareholder claiming that himself and his wife are having 12000 equity shares out of 99520 shares of the first respondent company and thereby holding 12.06% in M/s. Nagina Processors Pvt. Ltd., (hereinafter called as the first respondent company) alleging acts of oppression and mismanagement in the affairs of the first respondent company.
(2.) Petitioner along with Mr. Naresh Thakordas Mandlewala and Mr. Hemant Thakordas Mandlewala who are the brothers of respondent No. 2 & 3 came to an understanding to start a process house of their own with 50% investment by each group i.e. petitioner's group 50% and respondents No. 2 & 3 group 50% as a quasi-partnership between two groups. Petitioner and respondents No. 2 and 3 identified the first respondent company which had huge tract of land. The process house/factory of Nagina Processors P. Ltd. had been demolished by the erstwhile shareholders. Petitioners and brothers of respondent No. 2 and 3 took over the first respondent company by way of acquisition of shares with a view to construct and start a process house in the vacant land of the first respondent company. Petitioner was employed as Printing Master in another process house. Petitioner is a technical person. Petitioner has no knowledge of company law and its affairs.
(3.) Rudraksha Synthetics P. Ltd. was incorporated by the brothers of respondents 2 and 3 with the concurrence of petitioner. The object of Rudraksha Synthetics P. Ltd. was constructing and operating a process house/factory for dyeing and printing of man-made fabrics in the land owned by Nagina Processors P. Ltd. Petitioner having no knowledge of the company affairs, failed to insist for his name in the original acquisition documents of the first respondent company as well as Rudraksha Synthetics P. Ltd. Petitioner was promised directorship as well as 50% shareholding in the first respondent company subject to petitioner investing 50% of the capital of the first respondent company and its sister concern Rudraksha Synthetics P. Ltd. which set up a process house in the land owned by the first respondent company. Petitioner invested 50% of the required funds. Petitioner was allotted 3000 shares on 30.06.2011, 6000 shares on 15.12.2011 and wife of the petitioner was allotted 3000 shares on 30.06.2011. In all, petitioner and his wife were allotted 12000 shares out of 99520 shares.;