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2025 Supreme(Online)(NCLT) 5190
NATIONAL COMPANY LAW TRIBUNAL
MANNI SANKARIAH SHANMUGA SUNDARAM, ATUL CHATURVEDI, JJ
MOHIT GUPTA – Appellant
Versus
M.G. BUILDMART PVT. LTD. – Respondent
C.P. NO. 43 (ND) OF 2025 | I.A. NO. 84 OF 2025
For the Appellants/Petitioners: Mr. Gaurav H. Sethi, Mr. Rahul Kapoor
For the Respondents: Mr. Abhishek Anand, Ms. Kanika Singhal
A member cannot assert claims of oppression and mismanagement if previously estopped by undertaking in another pending litigation addressing the same issues.
Headnote:(A) Companies Act, 2013 - Sections 241, 242, and 244 - Petition filed by member alleging oppression and mismanagement - Allegations include illegal induction of director, unauthorized increase in share capital, and misuse of company assets - Petitioner estopped from asserting claims due to prior undertaking in ongoing litigation. (Paras 1-9).
(B) Estoppel - Doctrine of estoppel prevents party from asserting claims contrary to prior undertaken rights in litigation. (Paras 8-9).
(C) Res sub judice - Petition barred under principle of res sub judice as issues are pending before another court regarding the same disputes. (Paras 6-9).
Facts of the case:
The Petitioner alleged oppressive actions by Respondents related to company governance, including illegal director induction and decisions made without quorum, leading to detrimental outcomes for the Petitioner. The Respondents contended that the Petition is maintainable and that communications regarding meetings and ownerships were duly given.
Findings of Court:
The Petition was dismissed as not maintainable based on the doctrine of estoppel and res sub judice, reflecting prior undertakings and ongoing litigation that includes claims against the same parties.
Issues: Whether the Petition is maintainable given the previous undertaking by the Petitioner and existing parallel litigation concerning the company.
Ratio Decidendi: The tribunal emphasized that claims of oppression and mismanagement cannot be adjudicated due to the Petitioner's earlier representations and ongoing legal conflicts about the same issues, leading to a dismissal of the current Petition.
Result: Petition dismissed.
| Table of Content |
|---|
| 1. petition filed under sections 241 and 242 of the companies act. (Para 1) |
| 2. respondent argues petition is barred by estoppel and res sub judice. (Para 2 , 3) |
| 3. follow-up applications dismissed due to primary petition's dismissal. (Para 4) |
| 4. court finds issues related to family settlement deed. (Para 5) |
ORDER
PER: MANNI SANKARIAH SHANMUGA SUNDARAM, MEMBER (JUDICIAL)
1. The present Petition has been filed by Mr. Mohit Gupta (“Petitioner”) under sections 241 and 242 of the Companies Act, 2013 against the oppressive and illegal acts of the Respondents No. 2 and 3 seeking the following reliefs:
A. To pass an appropriate order under Sections 241 and 242 of the Companies Act, 2013 , to bring an end to the acts of prejudice, oppression and mismanagement perpetrated by Respondent Nos. 2 and 3 and direct Respondent Nos. 2 and 3 to cease all actions, and future actions, that are or are likely to be prejudicial to the interests of the Respondent No 1 and the Petitioner;
B. To declare all actions, decisions, resolutions passed by the Respondent No. 1 company, contrary to the Articles of Association and the Companies Act, 2013 , in respect to the increase in authorised share capital from Rs. 1,00,000/- to Rs 5,00,000/- in the FY 2022-23 as illegal and as such null and void.
C. To declare all actions, decisions, resolutions passed by the Respondent No. 1 company, contrary to the Articles of Association and the Companies Act, 2013 , in respect to the allotment of 212 shares of Respondent No.1 company to Respondent No. 2 in FY 2022-23 as illegal and as such null and void.
D. To declare all actions, decisions, resolutions passed by the Respondent No. 1 company, contrary to the Articles of Association and the Companies Act, 2013 , in respect to the transfer of shares from Respondent No. 2 to Respondent No. 3 as illegal and as such null and void.
E. To declare all actions, decisions, resolutions passed by the Respondent No. 1 company, contrary to the Articles of Association and the Companies Act, 2013 , in respect of any transfer of shares of Respondent No. 2 as illegal and as such null and void.
F. To declare all actions, decisions, resolutions passed by the Respondent No. 1 company, contrary to the Articles of Association and the Companies Act, 2013 , in respect to the increase in authorised share capital from Rs. 5,00,000/- to Rs 25,00,000/- in the FY 2022-23 as illegal and as such null and void.
G. To declare all actions, decisions, resolutions passed by the Respondent No. 1 company, contrary to the Articles of Association and the Companies Act, 2013 , in respect to the induction of the Respondent No. 3 as a director of Respondent No. 1 company as illegal and as such null and void.
H. To declare all actions, decisions, resolutions passed by the Respondent No. 1 company, contrary to the Articles of Association and the Companies Act, 2013 , in respect of board meeting and general meeting convened on the strength of notices issued by Respondent No. 3 holding out to be a director of the Respondent No. 1 company, as illegal and as such null and void.
I. To deciare all actions, decisions, resolutions passed by the Respondent No. 1 company, contrary to the Articles of Association and the Companies Act, 2013 , in respect of board meeting and general meeting convened without the minimum quorum as stipulated under the Act and the incorporation documents of the Respondent No. 1 company, as illegal and as such null and void.
J. To declare all actions, decisions, resolutions passed by the Respondent No. 1 company, contrary to the Articles of Association and the Companies Act, 2013 , in respect of vacation of the Petitioner as a director of the Respondent No. 1 company, as illegal and as such null and void, and to restore his position as a Director of the Respondent No. 1 Company;
K. To declare all actions, decisions, resolutions passed by the Respondent No.1 Company, contrary to the Articles of Association and the Companies Act, 2013 , as
