Madhav Shridhar Dandavate Vs Urja Niyojan Pvt. Ltd. & Ors (NCLT Mumbai)
The company petition was filed under Sections 241, 242 and 244 of the Companies Act, 2013 by a promoter, director and 50% shareholder of Urja Niyojan Private Limited alleging oppression and mismanagement by the other 50% shareholder and director, along with her husband. The petitioner sought various reliefs, including transfer of the respondent’s shareholding, removal of the respondent as director, and directions for management of the company’s affairs.
The company had an issued and paid-up share capital of Rs.1,00,000 divided into 10,000 equity shares. The petitioner and Respondent No. 2 each held 5,000 shares and were the first directors of the company since its incorporation. According to the petitioner, Respondent Nos. 2 and 3 had agreed to infuse substantial funds into the company but failed to fulfil their commitment, compelling the petitioner and his wife to advance unsecured loans to the company. It was further alleged that the respondents borrowed money from the company and the petitioner personally but failed to repay the amounts.
The petitioner alleged that disputes arose in 2018, following which the respondents ceased participating in the company’s business activities and acted contrary to its interests. The allegations included withholding a cheque issued by a customer, obstructing the release of payments from Pune Municipal Corporation, failing to attend board meetings, causing freezing of the company’s regular bank account, opening another bank account in the company’s name without authority, and preventing statutory compliances by refusing to participate in meetings necessary for approval of accounts and filings. The petitioner contended that these actions resulted in complete deadlock in the management of the company and exposed it to the risk of being struck off by the Registrar of Companies.
