RACHIT RANJAN LAW CHAMBER

Address – P-87A, P Block, Mayur

Vihar Phase 1, Delhi -110091
Mob - 9346380147
Email– Advrachitranjan@gmail.com

WITHOUT PREJUDICE

LEGAL NOTICE
03.04.2024

To

i. Mr. Neeraj Singh

R/o-, house no -L-22/7
DLF PHASE-2 Near Iffco chowk, Gurgaon, Haryana -122001
Email: neeru7450@yahoo.com
Phone No.9871726888

ii. Mrs. Sheetal Rathore

R/o-, house no -L-22/7
DLF PHASE-2 Near Iffco chowk, Gurgaon, Haryana -122001
Email: sheetalnishi1981@gmail.com
Phone No.9871726888

Sir/Madam,

Under instructions from and on behalf of my clients, Mr. Sarvesh Kumar and
Mrs. Poonam, Additional Directors/shareholder of BBG EXPORT PRIVATE
LIMITED (hereinafter referred to as My Clients), I do hereby serve upon you with
the following legal notice:

1. That BBG Export Private Limited (hereinafter referred to as “the

Company”) is a private company limited by shares incorporated on
18.11.2023 under the Companies Act, 2013 vide Certificate of
Incorporation issued by the Registrar of Companies, Delhi having its

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 registered office at Flat M028, Signature Tower, Andour Height, Sector 71,
Gurgaon, Haryana, India, 122018 also additional address at Plot No-492
,sector 37,phase-2 ,sector 37B, Gurugram. Mr. Sarvesh Kumar, My Client
is appointed as additional Directors of the Company as soon as 08.12.2023
(just after the incorporation of the company) and shareholder of 45% of
the equity shares of the Company and are entrusted with the power to
manage the affairs of the Company. My Client, Mrs. Poonam is shareholder
of 5 % of the equity shares of the Company.

2. That the Company was incorporated on 18.11.2023 with 2 Director and

shareholder namely,

a) Mr. Neeraj Singh;( Noticee No. 1)

b) Mrs. Sheetal Rathore; (Noticee No. 2)

3. Further, at the insistence of the Mr. Neeraj Singh (Noticee No. 1) and his
wife Mrs. Sheetal Rathore (Noticee No. 2), Mr. Sarvesh Kumar was
inducted on the Board as Additional Director on 20.01.2023 in the
company and accordingly, Noticees offered and transfer 50% (together)
shareholding to my clients as mentioned above.

4. That since the inclusion of My Client as the Shareholder and the Director
of the Company, the Company was striving hard under the management
of My Clients. Specially due to the hard, dedicated work and business
brought by Mr. Sarvesh Kumar, the Company has achieved profitability
even since its incorporation. That it was mutually decided that there would
be Three directors on the Board of the Company as under:

a) Mr. Sarvesh Kumar;

b) Mr. Neeraj Singh;
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 c) Mrs. Sheetal Rathore;

5. That My Client, Mr. Sarvesh Kumar relying upon the arrangement as

agreed, consented to bring the business from Ervika Global Private Limited
(A company of my Client) and was expecting control over the management
and affairs of the Company. It is pertinent here to mention that almost
90% of the total business of the Company comes due to my client from
Ervika Global Private Limited. However, even after so much hard work and
Business from my Client, my Client was never allowed to engage in the day
to day affairs of the Company. My Client states that the Noticees neither
allowed My Client to have any control over the Company nor provide any
information related to hiring of employees, other business and financial of
the company to fulfil their nefarious purpose to have complete control over
the management and affairs of the Company in exclusion of My Clients,
Mr. Sarvesh Kumar and Mrs. Poonam.

6. That it appears that from the very beginning, the intention of Mr. Neeraj
Singh and his wife Mrs. Sheetal Rathore was to grab the management and
affairs of the Company illegally and to achieve their ulterior motive, they
have been conspiring with each other. The very malafide of the Noticees
was to grab the fortune of the Company which has been created by the
dedicated work and business created by My Clients.

7. It has been also stated that My Client’s separate company Ervika Global
Private Limited has provided various orders to the company, However, the
company under the Leadership of the Noticee No. 1 has failed to provide
the material/ goods within the due date. That the Noticee No. 1 neither
allow My Client to involve or participate in the working of the company nor
is able to fulfill the orders as stated above, due to which the company is
constantly loosing the business and it is detrimental in the interest of the
company, shareholders or employees.
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8. In continuance of the above paragraph, it is been stated that currently
orders from Ervika Global Private Limited worth Rs. 1.26 Crores in amount
is pending and delayed by the company wherein material of worth Rs. 60
Lakh has been provided by the Ervika Global Private Limited only to the
company. It is also informed to you that if any penalty is levied on the
company, due to non-fulfilment or failure to execute any order, the same
will be the liability of the Noticees and not my clients.

9. That at present, the shareholding of the Company is as under:

S. No. Particulars No. of Percentage

Shares
1. Mr. Sarvesh Kumar 4500 45%
2. Mrs. Poonam 5000 5%
3. Mr. Neeraj Singh 2500 25%
4. Mrs. Sheetal Rathore 2500 25%
Total 100%

10. That my Clients states that Despite infusing fund amount to Rs.
37,34,501/- till now and fulfilling all the obligations being the Director and
the shareholder of the company, the following instances of the
mismanagement and oppression was intentionally done by the Noticees to
have the unlawful control of the company -

a. Authorised Signatory/ Authority issue: That my Client is only

allowed to have the authority to authorise a transaction/payment
from bank account of the Company. However, upon asking about

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 the transaction, neither the Noticees nor the employees appointed
by them inform anything to my Client. Moreover, in almost all the
occasion where funds are required no information was shared with
my Client, My Client was just asked to make the payment otherwise
it was informed to him that some or the other shipment will stop.
That my Client on various occasion has confronted the Noticee No.
1 to include my Client in every transaction and without my client
involvement do not move anything. However, the Noticee No. 1 do
not pay any heed to the request and confrontation made by my
Client and choose to conceal the information about the business and
management of the Company. It is been stated that my client has
been allowed to be signatory in the bank account of the company to
enable my client to pay for the required funds otherwise, my Client
has been kept separate from other business, management, working
and other things happening in the company.

b. Business from Ervika Global Private Limited: it is pertinent to

mention that majority of the business to the company comes from
Ervika Global Private Limited, which is the another company of my
Client. Ervika Global business is different and separate from the
company, However the Noticee No. 1, with ill intention pressurise
my Client to include Noticee No.1 and the company in all the
business emails of the Ervika Global. It is important to mention here
that Noticee No. 1 is not associated in any way with Ervika Global
Private Limited but want his full involvement in the Ervika Global
Private Limited without any justified cause or reason. Moreover,
despite consistent request of my Client to include him in all the
emails of the Company, the Noticee No. 1 did not allowed the same.
My client’s states that he has no information of any emails,
business, management of the Company as the same is been
persistently kept hidden from him and the Noticee No. 1 left no stone
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 un-turn to keep my clients out of the company despite half
ownership in the company.

That currently orders from Ervika Global Private Limited worth Rs.
1.26 Crores in amount is pending and delayed by the company
wherein material of worth Rs. 60 Lakh has been provided by the
Ervika Global Private Limited only to the company. That the
company under the Leadership of the Noticee No. 1 has failed to
provide the material/ goods within the due date. That the Noticee
No. 1 neither allow My Client to involve or participate in the working
of the company nor is able to fulfil the orders as stated above, due
to which the company is constantly loosing the business and it is
detrimental in the interest of the company, shareholders or
employees.

c. Illegal opening of Bank Account without the knowledge of my

Client: it is been stated that it has comes to the knowledge of my
client that the Noticees has Opened a new Bank Account vide
Account No. 539605500047 without informing My Client. This is a
gross misconduct upon my Client. As the Noticee No. 1 is receiving
the money/invoice amount in the another Bank Account and not
letting my Client know about the financial status. It is pertinent to
mention that wilfully concealing financial information from the
stakeholders is a violation of the Companies Act and cannot be
entertained at any cost. That this violation has caused a financial
fraud on the stakeholders and the company and unequivocally
shows the mala fide intention of the Noticees to act of fraud and is
detrimental to every stakeholders of the company including my
clients.

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d. Appointment of Employees: it is stated that my client has no
control over the appointment of the employees and
working/positioning of the employees. All the employees currently
working in the company has been appointment by the Noticee No. 1
without the consent of my client and work for Noticee No. 1 only. All
the employees are answerable to Noticee No. 1 only and as such, no
proper information of anything was received from the employees
despite specifically asked from my Client. It can be unequivocally
assumed that all the employees have instruction from the Noticee
No. 1 to not pass any information to my Client. It is also pertinent
to state that my Client had appointed Mr. Arvind in the company
but to the shock, the company did not provide him any salary upon
the instruction of the Noticee No. 1 and eventually my Client has no
one in the company to take any request/ order seriously and work
upon the same.

e. Other business of the company: it is stated that my Client has

absolutely no idea, no information, no clue about the business
conducted by the company apart from the business of Ervika Global
Private Limited. That all the Purchase Order and contracts received
by the company from other party are totally concealed from my
Client. That despite many request to share the information the
Noticee No. 1 is very adamant to not include or share any
information with my Client. That my Client is absolutely blanked
about the working of the company and what is running in the factory
as no one allow my Client to access any information or have any
knowledge of the company.

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 f. CCTV Password not shared: it is stated that my client has infused
an Amount of Rs. 37,34,501/- and the Noticee No. 1 has infused an
amount of Rs. 18,55,000/-. This clearly evince the position of both
the shareholder. That my Client has infused a lot more than the
Noticee No. 1 in this company, even then my Client has no access to
view the CCTV installed in the factory and the company. That the
CCTV is password protected and the Noticee No. 1 did not share the
password with my client, despite requesting him many time since
the inception of the company. This is a gross oppression played upon
my Client by the Noticee No. 1.

11. Since the inception of the Company, Mr. Neeraj Singh he has been
mismanaging affairs of the Company and creating unnecessary hurdles in
smooth functioning of the Company and not including my Client in the
management, day to day affairs and any decision of the Company and
Thus, Mr. Neeraj Singh is running the company in complete violation of
the Companies Act, 2013 and rules and regulations framed thereunder.

12. That Mr. Neeraj Singh neither take any permission from my Client nor
allow my client to include in the management and affair of the company.
The act done by Mr. Neeraj Singh is detrimental to the interest of the
Company as My Client being the Director and Shareholder of the
Company, is unable to communicate with the other stakeholders including
employees, suppliers, buyers, and Government Authorities leading to
serious complications and loss of business of the Company.

13. That the professional negligence and behaviour of Noticee No. 1, Mr. Neeraj
Singh including the unauthorized acts and omissions have resulted in the
loss of vital & critical information along with Financial Losses, Mental
Harassment Vital working hours, etc.

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14. That the Noticees is involved and committed a financial fraud in the
company by desperately hiding one of the Account details from My Clients.
That the Noticees have been receiving money from parties in the separate
Bank account maintained in the name of the company, which the Noticees
has never informed to my Client. That this is a financial fraud committed
by the Noticees and is a clear violation of the Companies Act, 2013. That
my client is absolutely in shock after knowing that a separate bank
account is being maintained by the Noticees in the name of the company.

15. That due to no control on the employees by my Client, my Client is not

satisfied with the working and position of the employees in the company
which result into potential delays in essential business operations. It is
crucial to regain control on the working of the company and the employees
as soon as possible to ensure the smooth functioning of internal and
external communications of the Company. That the above problem is
resulting into the thread to loss of important documents of the Company
like information of bank account, GST and important official documents
and data of the company.

16. Moreover, My Client holds valuable position in the company, which

contribute to our brand reputation and potential sales opportunities.
Desperately and intentionally keeping my Client out of the company, may
lead to missed opportunities, reduced customer trust, and negative
financial implications for the Company, as a major chunk of the business
is provided by client to the company.

17. That from the very beginning the intention of you Noticees was malafide
as is evident from the conduct that you Noticees illegally and unlawfully
act of not providing any access to CCTV, Management day to day affairs of

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 the company. The said unlawful act have caused wrongful loss to my client
and wrongful gain to you Noticees.

18. Given the severity of the situation and the potential impact on the
business, My Clients urge you Noticees

a. to take immediate action to call for Board Meeting to discuss the

possibility of closing and dissolving the Company, as my Client has
no hope to running a successful and legal business with this kind of
unprofessional act/ illegal act from the Noticees

b. and/or resign from the post of Director as the Noticees has

committed gross violations under companies Act and are liable for
the violations, not limited to this, the Noticees has committed fraud,
cheating and fabrication of document to open separate bank account
of the company.

19. That my client also reserve its right to complaint to the Economic Offence
Wing, Gurugram for the financial fraud done in the company by the
Noticees.

I, therefore, call upon you Noticees through this Legal Notice, to provide all
the access to my Clients as stated in the present Legal Notice immediately
and call for a Board Meeting to pass a resolution to dissolve/liquidate the
company within 14 days failing which I have clear instructions from my client
to initiate legal proceedings for cheating, fraud forgery etc. against you
Noticees including filing of criminal as well as civil suit and Company Petition
for Oppression and mismanagement in the competent court of law and in that
event, please note, you Noticees will be fully responsible for all costs, risks,
responsibilities, expenses and consequences thereof.

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A copy of this Notice is kept intact in my office for record and further
necessary action and you Noticees are also advised to keep the copy of the
same as safe as you would be asked to produce in the court.

Thanking you,

RACHIT RANJAN
ADVOCATE

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