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2025 Supreme(Online)(NCLT) 5234
NATIONAL COMPANY LAW TRIBUNAL
SH. CHARANJEET SINGH GULATI, SH. SUSHIL MAHADEORAO KOCHEY, JJ
Urvesh Jayantilal Rajani – Appellant
Versus
J A Real Estate Private Limited – Respondent
CP/1261(MB)2020 | CA/84/2021
Adv. Priyank Kapadia, Adv. Vishal Shriyam
Adv. Nausher Kohli, Adv. Vishal Shringar
The court established that a company may be wound up on just and equitable grounds when there is a complete breakdown of mutual trust among stakeholders, resulting in non-functionality.
Headnote:(A) Companies Act, 2013 - Sections 241 and 242 - Application for oppression and mismanagement - Petitioner, as holder of Redeemable Preference Shares and Compulsory Convertible Debentures, alleges actions by Respondents without notice or consent, thereby violating statutory rights. The Tribunal finds a total breakdown of mutual trust among stakeholders, as business operations remain stagnant since inception, leading to a winding-up order. (Paras 11.1, 24, 26)
(B) Winding Up - Just and equitable grounds for winding-up established due to the non-commencement of the business operations, lack of profit generation, and the fundamental breakdown of trust among shareholding parties, justifying termination of the company. (Para 24)
| Table of Content |
|---|
| 1. petitioner seeks redress against company management actions. (Para 1 , 2 , 3) |
| 2. petitioner's arguments focus on oppression and mismanagement. (Para 6 , 12 , 14) |
| 3. company lacks profits and business due to management failures. (Para 11 , 16) |
| 4. court identifies justification for winding up company. (Para 17 , 18) |
| 5. breakdown of trust leads to just and equitable winding up. (Para 19 , 25) |
ORDER
C.A. NO. 84/2021
1. The Company Application No. 84 of 2021 was filed on 20.04.2021 by Urvesh Jayantilal Rajani against the Respondents seeking following ad- interim and interim orders:
“a. That this Hon'ble Tribunal be pleased to quash and set-aside the Impugned E-mail, Impugned Notice, Impugned Annual General Meeting and Impugned Directors' Report and any and all decisions and / or actions and/or steps taken by the Respondents in pursuance thereof;
b. That pending the hearing and final disposal of this Petition, this Hon'ble Tribunal be pleased to stay the effect, implementation and operation of the Impugned E-mail, Impugned Notice, Impugned Annual General Meeting and Impugned Directors' Report and any and all decisions and / or actions and/or steps taken by the Respondents in pursuance thereof;
c. That pending the hearing and final disposal of this Petition. this Hon'ble Tribunal be pleased to order and restrain the Respondents from taking any steps and/or acting in pursuance of and/or in furtherance of the Impugned E-mail, Impugned Notice, Impugned Annual General Meeting and Impugned Directors' Report; and
d. Such other and further reliefs as this Hon'ble Tribunal may deem fit and proper in the facts of this case.”
2. It is submitted that the Respondent passed four special resolutions on February 24, 2020, and convened certain general meetings without the Applicant’s knowledge or participation. Therefore, the Applicant has instituted Company Petition No. 1261 of 2020, seeking, inter alia, to set aside and quash the said resolutions. This Tribunal has passed an order dated February 5, 2021, by which the Petitioner was given the permission to mention the captioned matter before this Tribunal in case of any urgency. Further, during the pendency of the Petition and after the aforesaid order passed by this Tribunal, the Applicant has received an e- mail on March 20, 2021 from Respondent No.1 by which the Applicant was invited to attend the 14th Annual General Meeting (AGM) of the members to be held on March 30, 2021. Along with the Impugned E-mail, was an attachment enclosing a Notice for the 14th Annual General Meeting and copy of the Directors' Report. Hence, the present Application was filed in view of the AGM scheduled on March 30 2021, thereby seeking stay on the effect, implementation and operation of (the Special Resolution of 24.2.2020 and Board resolutions 23.3.2020 and 31.08.2020) the Impugned E-mail, Impugned Notice, Impugned Annual General Meeting and Impugned Directors' Report and any and all decisions and/ or actions and / or steps taken by the Respondents in pursuance thereof.
3. As the Company Petition No. 1261 of 2020 has been finally decided, the present Company Application No. 84 of 2021 filed by the Applicant seeking ad-interim and interim orders become infructuous and is disposed of.
ORDER
1. The Company Petition No. 1261 of 2020 was filed on 16.10.2020 under Section 241 and 242 of the Companies Act, 2013 (Act) by Urvesh Jayantilal Rajani against the Respondents seeking following reliefs:
a. For appropriate orders, reliefs and directions under Section(s) 241 and 242 of the Act to bring an end to the aforesaid acts of oppression and mismanagement perpetrated by Respondent Nos. 2 to 4 and for necessary orders and reliefs in respect thereof, including as prayed for herein;
b. That this Hon'ble Tribunal be pleased to call for the records of the Impugned Resolutions, statutory registers and those relating to any and all decisions and / or actions and / or steps of Respondent No 1 which are taken by Respondent Nos. 2 t
