Back
2026 Supreme(Online)(NCLT) 1843
NATIONAL COMPANY LAW TRIBUNAL
Jyoti Kumar Tripathi, Judicial Member, Ravichandran Ramasamy, Technical Member
Shin Dongcheol – Appellant
Versus
Hankook Matzip Private Limited – Respondent
CP(CA)491/(CHE)/2019 | IA(CA)438/(CHE)/2019
Important Points
Subject
Corporate Law - Oppression and Mismanagement
Act Referred
Headnote
(B) Corporate Governance - Statutory Compliance - Deficiencies in filings and procedural lapses in allotment of shares or conducting meetings at shorter notice without consent are regulative issues. Such procedural violations per se do not establish a ground for substantive interference unless they result in oppression or lack of probity warranting the tribunal's intervention. (Paras 10.6, 10.8, 10.10)
Facts of the case:
A petition was filed alleging oppression and mismanagement, claiming unauthorized increase of share capital, illegal allotment of shares to related parties causing dilution of majority shareholding, lack of access to company records, and failure to provide information on company affairs. The respondents denied these allegations, asserting all corporate actions were compliant and transparent. The company had ceased business operations since 2021, and the parties expressed an intention to pursue liquidation.
Findings of Court:
The tribunal observed procedural irregularities in filings and notice requirements, as noted by the regulatory report. However, evidence failed to establish fraudulent conduct or continuous oppression warranting relief. Given the company's non-operational status and the parties' mutual intent to liquidate, the tribunal deemed the requested substantive reliefs unnecessary and concluded that procedural lapses should be addressed through separate regulatory processes.
Issues: Whether the actions involving the increase of share capital and share allotment constituted acts of oppression and mismanagement warranting judicial intervention, and whether the respondent directors should be removed for alleged fraudulent acts.
Ratio Decidendi: The equitable jurisdiction under sections 241 and 242 is to end oppressive conduct. Because the company is non-operational and the disputes are effectively academic, and since no conclusive evidence of fraud or continuous oppression was demonstrated beyond procedural irregularities, the petition for substantive relief is dismissed.
Result: Company Petition dismissed; liberty granted to initiate appropriate liquidation proceedings.
For the Appellants/Petitioners: Amrita Jain, Pooja R., P.J.Rishikesh, P.J.Sri Ganesh, Adapa V Subba Rayudu, Susheel Shankar
For the Respondents: T. V. Muthu Abirami
| Table of Content |
|---|
| 1. registrar of companies report regarding procedural and statutory non-compliance. (Para 8) |
| 2. assessment of oppression claims in dormant/liquidation-ready companies. (Para 10) |
ATTENDANCE CUM ORDER SHEET OF THE HEARING OF NATIONAL COMPANY LAW TRIBUNAL, CHENNAI BENCH, HELD ON 26.03.2026 AT 10.30 A.M. THROUGH VIDEO CONFERENCING:
PRESENT: SHRI. JYOTI KUMAR TRIPATHI, HON'BLE MEMBER (JUDICIAL)
SHRI. RAVICHANDRAN RAMASAMY, HON'BLE MEMBER (TECHNICAL)
APPLICATION NUMBER : IA(CA)/438/CHE/2019
PETITION NUMBER : CP(CA)/491/CHE/2019
NAME OF THE PETITIONER : Shin Dongcheol
NAME OF THE RESPONDENT(S) : Hankook Matzip Pvt Ltd & 5 others
UNDER SECTION : Sec 241-242 of CA, 2013
ORDER
Present : Ld. Counsel Mr. Muthu Abirami for the Respondent.
Vide separate order pronounced in open court, petition is disposed of with Directions and Application is report taken on record.
IN THE NATIONAL COMPANY LAW TRIBUNAL,
DIVISION BENCH – II, CHENNAI
CP (CA) 491/ (CHE)/ 2019
And
IA (CA) 438/ (CHE)/ 2019 in CP (CA) 491/ (CHE)/ 2019
(Under Section 241 & 242 of the Companies Act, 2013 r/w Rule 81 of the National Company Law Tribunal Rules, 2016)
In the matter of Hankook Matzip Private Limited
Mr. SHIN DONGCHCOL
No. 33, Royal Province Villa, Near Bellal,
Cherava, Palasamudram, Gorantla Mandal,
Anantapuram District, Andhra Pradesh
… Petitioner
-vs-
1. M/s HANKOOK MATZIP PRIVATE LIMITED,
Represented by its Director, Mr. Choi Jaejoong
Having its registered office at
No. 71, 5th Floor Appar Street, Thiruvalleswarar Nagar,
Thirumangalam, Chennai – 600 040.
2. Mr. CHOI SANKHYEK CHOI JAEJOONG,
No. Gl. High Gate. Hiranandani Parks,
Senthamangalam Village, Chengalpattu Taluk,
Kancheepuram District – 603 204.
3. Mrs. KIM SOON SIM,
No. Gl. High Gate. Hiranandani Parks,
Senthamangalam Village, Chengalpattu Taluk,
Kancheepuram District – 603 204.
4. Miss. CHOI JU MI,
302-604 24, Hwaunro, Seogu, Gwangju, South Korea
5. Mr. PARK CHANG HO,
42-25, Cheomdanjungan, G-RO, Gwangsangu,
Gwangju, South Korea
6. Mr. RAJAPRABHU,
Statutory Auditor M/s Hankook Matzip Pvt Ltd.
No. 71, Appar Street, Thiruvalleswarar Nagar,
Thirumangalam, Chennai – 600 040.
…Respondents
CORAM
SHRI. JYOTI KUMAR TRIPATHI, MEMBER (JUDICIAL)
SHRI. RAVICHANDRAN RAMASAMY, MEMBER (TECHNICAL)
Present;
For Petitioners: Amrita Jain, Pooja R., P.J.Rishikesh, P.J.Sri Ganesh, Adapa V Subba Rayudu and Susheel Shankar, Advocates
For Respondents: T. V. Muthu Abirami, Advocate
For RoC: Avinash Krishnan Ravi
ORDER
(Hearing through hybrid mode)
The main application has been filed under Section 241 and 242 of the Companies Act, 2013, r/w Rule 99 of the National Company Law Tribunal Rules, 2016, by Mr. Shin Dongchcol, seeking reliefs to nullify the EGM conducted in Respondent No.1 Company, M/s Hankook Matzip Private Limited and nullify the increase in share capital along with allotment of shares to related parties Respondent No.4 and 5 and removal of Respondent No.2 and 3 as the Directors of the Respondent No.1 Company and failure to keep the majority shareholder informed about the affairs of the Company, and manipulation of statutory records, constitute acts of oppression against the Petitioner and mismanagement of the affairs of the 1st Respondent Company. The reliefs sought are as follows:
8. INTERIM RELIEF SOUGHT
In view of the facts hereinabove set out, the Petitioner prays for the following reliefs.
a) To restrain the Respondents from alienating the properties, fixed assets of the 1st Respondent Company until disposal of the Petition;
b) To restrain the Respondents from altering the share capital of the 1st Respondent Company until disposal of the petition;
c) To restrain the 4th and 5th Respondent from exercising any rights as a shareholder until disposal of the petition.
d) To direct the Respondents to produce all books of accounts, registers including the details of the share capital invested by 4th and 5th Respondents within a time frame as fixed by this Hon'ble Tribunal
e) To stay the operation of the reso
