Court found no act of oppression or mismanagement justifying the petitioner's requests under the Companies Act, resulting in dismissal.

IN THE NATIONAL COMPANY LAW TRIBUNAL

NEW DELHI BENCH, COURT –III (SPECIAL BENCH)

Order under Section 241 and Section 242 of the Companies Act, 2013 read

with Rule 11 of the NCLT Rules, 2013, and other applicable provisions of

the Companies Act, 2013.

IN THE MATTER OF:

Mr. Narender Kumar Bhasin & 6 Anr.

1. Mr. Narender Kumar Bhasin …. Petitioner No. 1 2. Mr. Utsav Bhasin …. Petitioner No. 2 3. Narender Kumar Bhasin (HUF) …. Petitioner No. 3 4. Ms. Sakshi Radia …. Petitioner No. 4 5. Mr. Tarkeshwar Nath Tiwary …. Petitioner No. 5 6. Ms. Richi Saluja …. Petitioner No. 6 7. Mr. Kaushal Anand …. Petitioner No. 7

Versus

Golden Rolls Private Limited & 5 Ors.

1. Golden Rolls Private Limited

Having its registered office at:

A-11, Second Floor, Pamposh Enclave,

New Delhi-110019. .... Respondent No. 1 2. Mr. Vinod Anand .... Respondent No. 2 3. Mr. Kush Anand .... Respondent No. 3 4. Ms. Ruchi Anand .... Respondent No. 4 5. Ms. Poonam Anand .... Respondent No. 5 6. Vinod Anand HUF .... Respondent No. 6

Order Pronounced On: 09.10.2025

CORAM:

APPEARANCES:

For Petitioners : Ms. Suruchi Aggarwal, Sr. Adv., Mr. Gurmeet Singh, Adv.

For Respondents : Mr. P. V. Kapur, Sr. Adv., Mr. Sourabh Kalia, Ms.

Laxmi Chaudhary, Advs.

ORDER

PER: ATUL CHATURVEDI, MEMBER (TECHNICAL)

1. This Petition has been filed by Mr. Narender Kumar Bhasin & 6 Anr., the Petitioners, before this Tribunal under Section 241 and Section 242 of the Companies Act, 2013, read with Rule 11 of the NCLT Rules, 2013, and other applicable provisions of the Companies Act, 2013. The Prayers made in the present petition are as follows:

“A. In exercise of its powers under Section 242(2)(b), this Hon’ble Tribunal directs Respondent No. 2 to 6 to sell the shares held by them in Respondent No. 1 Company to the Petitioner Group as per the agreed method of valuation as per the Articles of the Respondent No.

1 Company as per the valuation of the Company in 2019;

B. In further exercise of its powers under Section 242(2)(i), this Hon’ble Tribunal directs Respondent No. 2 & 3 to refund to the Company the undue gains made by them by way of remuneration and perquisites to the tune of Rs. 1.50 Crores each since January 2020 with interest thereon @ 12% per annum from the date of receipt till payment.

C. Costs of and incidental to this petition as may be deemed fit by this Hon’ble Tribunal.

D. Such further and/or other order(s) as the Hon’ble Tribunal may deem fit and proper in the facts and circumstances of the case.”

2. We have taken a view in CP-109(ND)/2023 filed by Mr. Vinod Anand &

Anr. under Section 241 read with Section 242 of the Companies Act, 2013 that no substantiated act of oppression or mismanagement attributable to Private Limited made out. Consequently, CP-109(ND)/2023 has been dismissed. Therefore, the prayers in CP-36(ND)/2024, do not survive.

Accordingly, CP-36(ND)/2024 stands dismissed Sd/- Sd/-

(ATUL CHATURVEDI) (BACHU VENKAT BALARAM DAS) MEMBER (TECHNICAL) MEMBER (JUDICIAL)