Mumbai, July 2, 2026: The National Company Law Tribunal (NCLT) has directed a complete overhaul of the shareholding pattern of the Bhandup-based Dreams The Mall Company Ltd., ruling that ownership in the company must be redistributed in proportion to the carpet area owned by individual shop and space owners.
The tribunal held that the existing shareholding arrangement disproportionately benefited the promoter group and was inconsistent with the company’s founding documents and agreements executed with purchasers.
Fibra Shipping Agency is the lead petitioner, representing itself along with 137 other shareholders who approached the NCLT alleging oppression and mismanagement in the affairs of Dreams The Mall Company Ltd.
Shareholders Allege Mismanagement
The petitioners alleged that Dreams The Mall Company Ltd. was plagued by gross mismanagement, including refusal to transfer shares to new shop owners, non-payment of property tax, electricity and water dues, poor housekeeping, unhygienic washrooms, inadequate security, non-functional central air-conditioning and escalators, insufficient parking, and failure to account for Rs 4.82 crore collected as advance maintenance charges and about Rs 1.64 crore collected for electricity meters.
They also alleged that repeated complaints to the police and civic authorities were ignored and accused the promoters of violating the Maharashtra Ownership of Flats Act (MOFA).
According to them, the company had failed to fulfil its purpose of managing and maintaining the mall, prompting the NCLT to appoint an Administrator. However, insolvency proceedings against the promoter group and mounting unpaid maintenance dues further worsened the mall’s condition.
The petitioners, relying on the provisions of MOFA, argued that promoters are required to convey their interest in the property to the company or association of purchasers and that parking spaces, basements and common areas are not independent units capable of separate ownership or sale. They contended that these areas could not be retained by the promoters for determining voting rights or share entitlement.
Tribunal Orders Fresh Share Allotment
Accepting the petitioners’ case in part, the tribunal directed the company to undertake a fresh allotment of shares to all eligible shop and space owners strictly on the basis of the carpet area mentioned in their sale agreements and sanctioned building plans.
It further ordered that all shares found to be in excess of an individual’s entitlement shall stand cancelled, with excess amounts, if any, to be refunded after adjustment of maintenance and other dues. The tribunal also ruled that shares must accompany the transfer of the corresponding commercial unit.
After examining the records, the tribunal observed that Dreams The Mall Company Ltd. was incorporated solely to manage and maintain the commercial complex, and that its shares were intended to be allotted to shop and space purchasers in proportion to the carpet area acquired under their sale agreements. It held that the existing shareholding structure failed to reflect this objective.
The tribunal clarified, however, that no shares would presently be allotted in respect of common areas, atriums, passages, open spaces or parking areas.
It observed that disputes relating to ownership rights claimed by HDIL and WHPL over these areas fall within the jurisdiction of the competent civil court and cannot be decided in the present proceedings.
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Further Directions Issued
The tribunal further directed the Resolution Professional of HDIL to execute conveyance deeds in favour of eligible shop and space owners or the company in accordance with the sale agreements.
It also instructed the Administrator to hand over all records to the newly constituted board, which has been empowered to examine allegations of irregularities during the previous administration and approach the tribunal if necessary.
The company petition and all connected applications were accordingly disposed of.
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