1. The Company Petitions before us are counter Petitions filed by two shareholder groups having 32.88% held by Mr. Anup Jain and Kremoint Pharma Private Limited holding 60 % shares in Eco Rich Cosmetic India Private Limited, (hereinafter referred to as “the Company”) alleging disputes pertaining to oppression and mismanagement against each other.
2. The Shareholding pattern of the Respondent No.1 as on the date of filing of the Petitions is as follows:
|
Sr. No. |
Name of Shareholders |
Percentage of Shareholding |
|
1. |
Anup Jain |
32.88% |
|
2. |
Kremoint Pharma Private Limited |
60% |
|
3. |
Ritesh Desai |
7.12% |
3. The broad grounds on the basis of which KPPL Group has alleged oppression and mismanagement against the Jain Group is as follow:
i. The Jain Group refused to give notices of meetings to Mr. Thakkar and/or attend meetings convened by Mr. Thakkar thereby engineering a dead lock. Further, there was refusal to appoint the nominee director of the KPPL Group on the Board of the Company and appoint Mr. Thakkar as a joint signatory to the bank accounts of the Company in terms of the Share Purchase Agreement.
ii. The Jain Group refused to grant access of the records including minute books and deliberately preventing the KPPL Group from getting access of the records of the Company. Moreover, the Petitioner refused grant access of financial statements prepared for the Financial Year ended 30.03.2020.
iii. KPPL group has alleged that the Jain Group siphoned funds into the personal account of the Respondent No.2 and 3 by way of unauthorized withdrawals of salaries and they have also misappropriated the funds loaned by KPPL Group.
iv. Lastly, it is contended that Ms. Varsha Jain was illegally appointed as the COO and then the CEO of the Company despite lacking the requisite qualification for holding the position of CEO.
4. Per contra, the Jain Group has also filed a counter Petition alleging acts of oppression and mismanagement against the KPPL Group. The grounds more particularly are detailed hereinbelow:
i. KPPL had strangulated the Financial health of the Eco Rich Cosmetic India Private Limited by blocking business and the outstanding payments receivable by the Eco Rich Cosmetic India Private Limited.
ii. The Jain Group has alleged that the KPPL deliberately restricted the access of the company to get the Financial assistance from bank and abruptly closing the Banking facilities thereby strangulating the company.
iii. It is further alleged that the situations cumulating to losses were engineered to expel Jain Group from the Company.
iv. Lastly, it is contended that the KPPL has destroyed the asset of the Company, forcefully taking the machinery belonging to the Company.
5. Considering, the gravity of facts and circumstances in the matter, this tribunal with a view to put an end to the deadlock and get the company running, directed on 06.06.2023 in C.P. No. 1355 of 2020 that both the parties get the valuation of the Respondent Company and offer the price for buying out the other parties’ shareholding.
6. Thereafter, when the matter was listed on 10.10.2023, the Ld. Counsel for KPPL submitted that KPPL is willing to sell their entire shareholding to the Jains. The Ld. Counsel for Mr. Anup Jain submitted that they are ready and willing to buy the entire shareholding of the company held by KPPL.
7. When the valuation report was submitted, as per the valuation report of the valuer appointed by KPPL the valuation of the company was in negative. However, as per the valuation report of the valuer appointed by the Jains, the valuation is positive. Therefore, the shares will be bought as per Jain Group’s valuation report wherein the value of each share is Rs.121 (Rupees One Hundred and Twenty-One only).
8. This bench to set the controversy at rest, directs Mr. Anup Jain to purchase the equity shares held by KPPL in the company i.e. Eco Rich Cosmetic India Private Limited at the valuation of Rs.121 (Rupees One Hundred and Twenty-One only) per equity share in two tranches:
a. 3,49,500 Equity shares being 50% of the equity shares of the company held by KPPL shall be purchased by Mr. Anup Jain within 4 (four) weeks from the date of this Order, and
b. the balance equity shares 3,49,500 being 50% shall be purchased by Mr. Jain within 6 (six) weeks from the date of this Order.
9. In above terms present CP No. 1355 of 2020 and CP No. 85 of 2021 stands disposed of. Accordingly, in view of consent order passed, Company Application 25(MB) 2021 and Company Application 45(MB) 2021 in CP No. 1355 of 2020 is Dismissed as Infructuous.
