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Anonymous   02 December 2021

Asset (midc leased property) selling by majority shareholders of a pvt. ltd company

Hello Experts, 

Please help in advising on the below complicated and challenging query:

Available details of the case: A Pvt. Ltd company having lease rights of an MIDC property. Due to age the directors (96% shareholders) wish to retire and windup the business. The only items remaining in the Balance Sheet are the value of the Land and Building (MIDC leased property) on the asset side and share capital on the liability side. 

What options would be best for them and the new buyer/shareholders

Option 1:-  Sell their shares (96%)  to a suitable buyer which means the new shareholders will replace the old shareholders in the balance sheet. (New buyer is ready to buy the shares as he would be saving the stamp duty and transfer fee on the deal). Automatically the new shareholders will also be the lease right holders of the leased MIDC property after intimating and following due process of the MIDC. 


Option 2:- 96% Shareholders sell / transfer the lease rights to any new Pvt Ltd/Partnership/LLP company and the new buyer pays the Stamp Duty and Transfer Fee and the old shareholders windup the company. (Without Informing the minority shareholder) 

From the above options which is the best one for the seller and buyer point of view considering the situation that the remaining 4% shareholder is not willing to sell his shares or sell / transfer the rights of the Land and Building in the balance sheet.

As per company law what problem can the minority shareholder create for the majority shareholder or the new buyers. Like in Option1 he will remain as minority shareholder with the new shareholders so can he create a nuisance for them like anytime going to the company and can he claim share in the profits of the new company or in option 2 can he file a case of oppression and mismanagement against the old shareholders for if he is kept uninformed etc. He cannot go to NCLT/CLB as he has only 4% shareholding. 

Any suitable other option is also welcome.  

Thanks in advance


 2 Replies

Shashi Dhara   02 December 2021

Call the general body meeting of shareholders and take their opinion or consent and approval .

Anonymous   13 December 2021

Thanks for the Reply Shashiji

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