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India Courts Dismisses Minority Shareholders’
Petition Against Minosha India. (Formerly Ricoh India)
In a decisive ruling, the National Company Law Appellate Tribunal (NCLAT) has dismissed a petition filed by minority shareholders of Minosha India, formerly known as Ricoh India. The shareholders had challenged what they termed their “wrongful expulsion” from the company through a capital reduction scheme.Minosha India, which was acquired by Kalpraj D Dharamshi and Rekha Jhunjhunwala in 2019 as part of a corporate insolvency resolution process, moved to reduce its capital from ₹47.9 crore to ₹45.3 crore in October 2022. This proposed reduction would result in the dilution of 5.38% of its share capital.
The minority shareholders, holding a collective 0.025% of the total shares, felt aggrieved by the capital reduction scheme. They argued that it forced them to exit the company without providing an option to remain invested. Their plea sought directions to allow them to either exit the company or stay as per their choice.
The NCLAT bench, led by Justices Yogesh Khanna and Ajai Das Mehrotra, noted that the appellants’ shareholding was “minuscule and negligible” compared to other public shareholders. The bench stated, “No separate class is permitted under Section 66 of the Companies Act, 2013 or in any other provision of the Companies Act, 2013. The appeal thus has no merit and is accordingly dismissed.”
This ruling reinforces the legal framework surrounding capital reduction schemes and the rights of minority shareholders. It also highlights the challenges faced by small investors in asserting their rights within the corporate structure. The NCLAT’s dismissal of the minority shareholders’ petition marks the end of a contentious chapter for Minosha India. The company’s focus can now return to its core business operations, leaving behind the legal disputes that have clouded its recent history.
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