Court emphasized mandatory compliance with statutory procedures for board meetings to prevent oppression and mismanagement, ruling invalid decisions lacking proper disclosures.

J U D G M E N T

1. The Company Application 7 of 2024 is filed by the applicants namely, Mr. Ayush Gupta & Mr. Aditya Gupta. These applicants are the original petitioners in the Company Petition CP/4(MP)2024 which was filed before this Tribunal for seeking appropriate orders, reliefs and directions under Section

241-242 of the Companies Act, 2013 .

2. The Applicant No. 1 is the Director of respondent No. 1 Company Vino Infratech Pvt Ltd. The applicant No. 2 is the promoter and shareholder of the respondent No. 1 company having 50% shareholding. Respondent No. 2 & 3 are also the directors of respondent No.1 company. Respondent No. 3 is the mother of respondent No. 2. The balance shareholding of 50% is held by

3 | P age respondent Nos. 2 & 3. As such there are three directors in the respondent company-one from petitioners’ side and two from the side of respondent Nos. 2 & 3 [referred as opposite group]. Thus the opposite group is having majority in the Board of Directors of the respondent No. 1 company but the shareholdings of both side groups are equal [50 % each side].

3. Before we discuss the issue involved in the present application, we consider it appropriate to mention that admittedly the respondent company has been non-operative since many years. It had acquired agricultural land admeasuring 23.802 hectares at Dr. Ambedkar Nagar, Gram Bhardala, Tehsil Mhow, District Indore, M.P. and that is the only major asset of the company. The company petition CP 4 of 2024 was first filed by the applicants under Section 241 -242 of the Companies Act seeking various reliefs as stated in the para 44 of that petition which includes directions to the respondent Nos. 2 & 3 to not encumber or dispose of or create any third party rights or interest in any property of the respondent company without obtaining the written consent of the petitioner No.1; to declare that Annual General Meeting allegedly held on 27.09.2023 for approval of the audited financial statements as illegal and void; to declare the board meeting allegedly held on 29.01.2024 for selling the property of the respondent company as illegal and void; to declare the respondent Nos. 2 & 3 as disqualified directors under Section 164 (2) of the Companies Act, 2013 for non-filing of audited balance-sheet and annual reports for a period of three years etc. Through the said petition the applicants had also sought for interim relief including therewith direction restraining the respondents from creating any third party right in the said property; to stay operation of resolution passed in the board meeting dated 24.02.2024 (which includes issue of right shares) and directing the respondents to allow the petitioners alongwith a professional to inspect and take certified copies of various documents etc. The company petition was listed for hearing for the first time in 07.03.2024. Learned counsels from both sides had appeared and argued on the issue of interim reliefs sought for by the

4 | P age applicants. After hearing both sides, this Tribunal had delivered the order on that day itself. The relevant part of the order is reproduced hereunder: -

CP/4(MP)2024 Order delivered on 07.03.2024-

1. This is a company petition filed by Mr. Ayush Gupta and Mr. Aditya Gupta under Section 241 -242 of the Companies Act, 2013 seeking appropriate orders, reliefs and directions to bring an end to the acts of Oppression & Mismanagement perpetrated by Respondent Nos.1 to 3.

2. We have heard the learned PCS, Mr. Ashish O. Lalpuria appearing for the Petitioners.

Learned PCS for the Petitioners submits that Petitioner No.1 is the Director in the Respondent No.1-Company and Respondent Nos. 2 & 3 are also the Directors in the sa