Judicial Analysis Court Copy Headnote Facts Arguments Court observation

2026 Supreme(Online)(NCLT) 624

NATIONAL COMPANY LAW TRIBUNAL
Prabhat Kumar, Technical Member, Sushil Mahadeorao Kochey, Judicial Member
Yohan Gulab Immanual & Ors. – Appellant
Versus
The United Church of Northern India Trust Association & Ors. – Respondent
Company Petition No. 159 of 2024

For the Petitioners:Yahya Batatawala, Advocate
For the Respondents:Mustafa Doctor, Sr. Advocate, Chaitrika Patri, A. Vora, Advocates i/b Vidhi Partners for R3 to R13, Aayush Kedia, Advocate for R1, Rohan Agarwal a/w Minal Chandni, Advocates for R14

Only members as defined under the Companies Act have standing to file a petition, hence the Court did not recognize the Petitioners' claims due to invalid membership post-merger.

Headnote:(A) Companies Act, 2013 - Sections 58, 59, 241, 242, 244 - Petitioners claim membership in Respondent No. 1 Company - Preliminary objection to locus standi raised by Respondents - Court examines eligibility criteria under Sections 241 and 244 regarding membership of the company - Court concludes that Petitioners are not members as per the amended Articles of Association, thus lacking locus standi to maintain the petition. (Paras 4.1, 4.16)

(B) Jurisdiction - Tribunal must adhere to legal precedents regarding the merger validity - The merger of UCNI into CNI declared valid; hence, claim by Petitioners deemed unfounded as they are not recognized as members of Respondent No. 1. (Paras 4.10, 4.12)

Facts of the case:
Petitioners assert membership in Respondent No. 1 Company, claiming merger was void, while Respondents challenge this by outlining statutory restrictions under the Companies Act regarding membership.

Findings of Court:
Petitioners not considered members; preliminary objections upheld based on statutory interpretations and precedent cases regarding the validity of the merger.

Issues: Does the petitioners possess locus standi as members to file under Sections 241 and 242 of Companies Act? Is the merger of UCNI into CNI valid?

Ratio Decidendi: Tribunal held that membership criteria under Companies Act must be strictly adhered to; Petitioners’ lack of membership invalidates the petition.

Result: Petition dismissed.

Judgement Key Points

Key Points: - Petitioners sought rectification of the register of members claiming membership in Respondent No. 1 and challenged the merger; preliminary objection on locus standi raised. (!) (!) - Tribunal assessed eligibility criteria for membership under Sections 241 and 244; found petitioners not members as per amended Memorandum/Articles post-merger, thus lacking locus standi. (!) (!) (!) - Merger of UCNI into CNI was previously adjudicated and deemed valid in law; petitioners’ claims premised on illegality of merger were rejected. (!) (!) - Amended Articles restricted membership to a specific body (members of Respondent No. 12); petitioners not members of that body or of Respondent No. 12. (!) (!) - Post-merger entities and post-merger registrations (UCNI, Respondent No. 14) ceased to exist in relation to Respondent No. 1 Company; petitioners’ alleged elections by dissolved bodies not recognized. (!) (!)

How to determine locus standi of petitioners under Sections 241 and 244 of the Companies Act, 2013?

What is the validity of the merger between UCNI and CNI as it affects membership and eligibility to be a member of the respondent company?

What are the rights and eligibility of petitioners to file under Sections 241 and 242 given the amended Articles of Association and post-merger status?

ORDER

This Petition is filed by the Petitioners claiming themselves to be member of Respondent No. 1 Company. The Respondent No. 4, having appeared has raised a preliminary objection to the locus of the petitioners to file the present petition, contending that the petitioners are not member of the Respondent No. 1 Company. It is further urged that Respondent No. 1 Company is also registered under the Maharashtra Public Trusts Act, 1950 and therefore this Tribunal is not competent to entertain this petition.

Before adverting to the issue of maintainability, it is necessary to set out the brief factual background.

1. Factual Matrix:

1.1. The Petitioners have instituted Company Petition No. 159 of 2024 before this Tribunal under Sections 58 , 59, 241, 242 and 244 of the Companies Act, 2013 (“Act”). The petition raises grievances relating to the membership and management of Respondent No. 1 Company.

1.2. Respondent No. 1, United Church of Northern India Trust Association (UCNITA), was incorporated in the year 1939 under the Companies Act, 1913, and was thereafter registered as a Public Trust under the Maharashtra Public Trusts Act, 1950. The principal object of the said Company was to hold and administer properties and funds for the benefit of the United Church of Northern India (UCNI). Respondent No. 14, namely the General Assembly of UCNI, constituted the supreme governing body of the UCNI.

1.3. In the year 1970, after negotiations spanning over four decades, UCNI together with five other churches resolved to merge and constitute the Church of North India (CNI). The said union was effectuated on 29^th November 1970. Consequent thereto, amendments were carried out in the Memorandum and Articles of Association of Respondent No. 1 Company, whereby the expression “UCNI” in clause 3 of the Memorandum of Association was substituted with “CNI.” These amendments were upheld by the Company Law Board vide order dated 16^th January 1997 in Company Petition No. 514/17/CLB/WR/1996. The said order was affirmed by the learned Single Judge and thereafter by the Division Bench of the Bombay High Court. The Hon’ble Supreme Court, by order dated 1^st November 1999, dismissed Special Leave Petition No. 12196 of 1999 preferred against the judgment of the Division Bench.

1.4. Subsequently, in Vinodkumar M. Malaviya & Ors. v. Maganlal Mangaldas Gameti [(2013) 15 SCC 394], the Hon’ble Supreme Court pronounced upon the validity of the aforesaid merger in relation to one of Church i.e. First District Church of Brethren (FDCB).

1.5. The Petitioners, asserting themselves to be members of Respondent No. 1 Company and contending that the merger was void ab initio, have approached this Tribunal seeking rectification of the register of members of Respondent No. 1 Company, which presently records the names of Respondents Nos. 2 to 11. They further seek to invoke the jurisdiction of this Tribunal under Sections 241 and 242 of the Act against the present management of the Company.

1.6. The Respondent No. 4, on the other hand, submits that Section 244 of the Act prescribes the threshold for maintaining an application under Sections 241 and 242 of the Act. It is their contention that the right to invoke these provisions is confined exclusively to members of the Company. They urge that the Petitioners lack locus standi to maintain the present petition, inasmuch as they are not the members of Respondent No. 1 Company upon the merger of UCNI into CNI and the consequent amendments to the Memorandum and Articles of Association. It is urged that, pursuant to the said amendments, only members of Respondent No. 12 are eligible to be elected as members of Respondent No. 1 Company.

1.7. Considering the rival contentions of the parties the preliminary question which falls for determination is:

i. Whether the Petitioners have locus to file the present petition?

2. Submissions by the Petitioners:

2.1. It is the case of the Petitioners that they are elected members and Directors of Respond

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