Dhartiben Mukeshbhai Bhoraniya Vs Security Ops India Private Limited & Ors. (NCLT Ahmedabad)
Material Facts
Respondent No. 1, M/s Security OPS India Private Limited, is a private limited company incorporated on October 18, 2021, with a paid-up share capital of ₹1,00,000 divided into 10,000 equity shares of ₹10 each. The company has two registered members:
- Respondent No. 2 (The SecOps Holding Limited, UK), holding 9,999 shares (99.99%).
- The Applicant (Mrs. Dhartiben Mukeshbhai Bhoraniya), holding 1 share (0.01%).
The Applicant held 1 equity share solely as a nominee shareholder for Respondent No. 2 to comply with the statutory minimum shareholder requirement under the Companies Act, 2013. The entire subscription money was paid by Respondent No. 2. Statutory declarations under Section 89 (Forms MGT-4, MGT-5, and MGT-6) were filed, establishing that the beneficial interest in the 1 share vested in Respondent No. 2. The Applicant served as a Director of Respondent No. 1 since inception.
Procedural History
- On June 1, 2026, the Applicant filed a main petition [CP No. 31 (AHM) of 2026] under Sections 241 and 242 alleging oppression and mismanagement.
- On June 2, 2026, the Applicant filed an application [CP No. 29 (AHM) of 2026] under Section 244(1) seeking:
- A declaration that she satisfies the Numerical Member Test under Section 244(1)(a); or
- In the alternative, a waiver of the eligibility requirements under the proviso to Section 244(1).
- Respondent Nos. 1 and 4 filed their reply on July 1, 2026. Oral arguments were concluded on July 2, 2026.
Legal Issues
1. Whether a nominee shareholder holding 0.01% shares without beneficial interest satisfies the “Numerical Member Test” under Section 244(1)(a) in a two-member company.
2. Whether a nominee shareholder without independent beneficial or financial interest is entitled to a waiver under the proviso to Section 244(1) to maintain a petition under Sections 241 and 242.
Submissions of the Parties
