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2025 Supreme(Online)(NCLT) 5583
NATIONAL COMPANY LAW TRIBUNAL
SHRI BACHU VENKAT BALARAM DAS, DR. SANJEEV RANJAN, JJ
Shri T. R. Arya – Appellant
Versus
Dilawri Motors Private Limited – Respondent
CP-30/2007 | IA (Com. A)-6/2025 | IA(Com. A)-407/2024
For the Appellants/Petitioners: Mr. Vikas Singh, Ms. Nandadevi Deka, Mr.Shashwat Pratyush, Ms. Shubhra Sharma, Mr. Rohan Thawani, Ms. Maryam Junaid, Ms. Vasudha
For the Respondents: Mr. Gaurav Mitra, Mr. Manish K. Aggarwal, Mr. Saurabh Balwani, Mr. Anand Prakash
The Tribunal reaffirmed that a petitioner retains locus standi to challenge oppressive acts under the Companies Act when they are a registered member of the company, and premature resignation filings lack validity.
Headnote:(A) Companies Act, 1956 - Sections 397, 398, 402, 403, and 406 - Company petition alleging oppression and mismanagement - Petitioner claimed nullification of resignation and fraudulent actions by the Respondents - Tribunal ruled the Petitioner maintained locus standi as a director and shareholder, validating the incorporation process - Respondents' allegations of fraud unsubstantiated and deemed untenable. (Paras 31-66)
(B) Validity of resignation - Tribunal held that the premature filing of Form 32 without proper board approval rendered it invalid, affirming Petitioner's continuous directorship at the time. (Paras 62-64)
Facts of the case:
Petition filed under alleged acts of oppression and mismanagement against Respondents by Petitioner claiming shareholder rights and challenging resignation documents.
Findings of Court:
The Tribunal confirmed the Petitioner's position as a director and shareholder after assessing the legitimacy of Form 32 and associated claims of fraud.
Issues: The primary issue was the determination of the Petitioner's locus to file the petition and the validity of the resignation stated by the Respondents.
Ratio Decidendi: The court found that scrutiny of evidence demonstrated that the Respondent's claims of fraudulent activities lacked merit and affirmed the Petitioner's position as legitimately incorporated within the company framework.
Result: Petition allowed to the extent of validating Petitioner's directorship.
| Table of Content |
|---|
| 1. petitioner is a shareholder and promoter of the company. (Para 5 , 6 , 7) |
| 2. jurisdiction and locus of petitioner established. (Para 30 , 31 , 36 , 42 , 44) |
| 3. resignation and transfer of shares ineffective. (Para 62 , 63) |
ORDER
PER: BACHU VENKAT BALARAM DAS, MEMBER (JUDICIAL)
A. Brief Background of the Case:
1. The instant petition has been filed under Sections 397 , 398, 402, 403 and 406 of the Companies Act, 1956 on the allegation that the Respondents have committed various acts of oppression and mismanagement. The Petitioner has prayed for declaration of the Form-32 filed by the Respondents with the office of Registrar of Companies, which purportedly shows that the Petitioner has resigned from the directorship of Respondent No. 1 Company on 29.06.2005, is null and void and should be cancelled. The Petitioners have also prayed for a direction seeking permanent injunction restraining the Respondents and/or their servants, agents, and/or assigns from transferring, alienating, selling, disposing of, leasing, mortgaging, dealing with and/or creating any third party rights in any manner whatsoever in respect of any property, shares or interest belonging to the Respondent No. 1 Company including the property bearing No. 29, in Block E, admeasuring 9670 Sq. yards in the layout plan of Okhla Industrial Area Phase II, along with the industrial building thereon.
The Petitioners have also prayed for a direction to be issued to the Respondents to fulfil their obligations under the Agreement to Sell dated 30.05.2005 and acquire the said property in the name of Respondent No. 1 Company by fulfilling all formalities as required therein. The Petitioners have also prayed for a direction to appoint a Special Officer or Administrator to take charge of the business and affairs of the Company along with the records, books and papers, documents and to run and manage the same, amongst other various prayers.
2. Before proceeding further, it is pertinent to refer herein that the present company petition was heard and decided vide order dated 09.01.2024 by this Tribunal. The Petition was partly allowed and disposed of with the following directions:
(i) The Petitioner has locus and satisfied the threshold and the petition is maintainable.
(ii) Form No. 32 filed with the RoC by the Respondent Nos. 2 and 3 is illegal and ought to be cancelled.
(iii) With regard to the validity of the agreement to sell dated 30.05.2005, it was held that Tribunal cannot adjudicate the issue since various objections alleging fraudulent acts has been raised by the Respondents and this Tribunal is not competent to go into the said allegations of fraud etc. and ascertain the veracity of documents.
(iv) This Tribunal also disposed of IA-403/2008 & IA-208/2014 alongwith CP-30/2007.
3. The Respondents herein filed Company Appeal (AT) No. 76 of 2024 before the Hon'ble National Company Law Appellate Tribunal, Principal Bench, New Delhi, against the order dated 09.01.2024 passed in CP-30/2007 by this Tribunal. The Hon'ble Appellant Tribunal vide judgment dated 25.09.2024, set aside the impugned order dated 09.01.2024 passed by this Tribunal and remanded the matter to the Tribunal to decide it afresh after giving opportunity to both sides to file further documents relevant to the issues involved.
4. Thereafter, the matter was listed on 14.10.2024, and the following order was passed:
“Ms. Nandadevi Deka, Ld. Counsel appearing on behalf of Petitioner has submitted that Hon'ble NCLAT in Company Appeal No. 76 of 2024 passed an order on 25.09.2024 by which the order dated 09.01.2024 passed by this Tribunal in CP-30(ND)/2007 was set aside and the matter has been remanded for de-novo hearing after giving opportunities to the parties to file relevant documents.
She has handed over a copy of the order dated 25.09.2024 passed by Hon'ble NCLAT in court. She sought two weeks time for filing the necessary documents. Dr. Manish Aggarwal, Ld. Counsel appears on behalf of Respondents.
We grant t
