Judicial Analysis Court Copy Headnote Facts Arguments Court observation

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

Advocates:
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

Jurisdiction under sections 241 and 242 of the Companies Act, 2013 is equitable, requiring proof of continuous oppression or mismanagement. Mere procedural irregularities or regulatory lapses do not warrant substantive judicial interference, especially where the company is non-operational and substantive reliefs have become academic.

Headnote:(A) Companies Act, 2013 - Sections 241 and 242 - Oppression and Mismanagement - Scope of equitable jurisdiction - Jurisdiction under these provisions is equitable in nature, intended to provide relief against oppressive conduct and rectify mismanagement. It requires demonstration of continuous acts affecting member rights rather than mere procedural irregularities. (Paras 10.1, 10.7, 10.13)

(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.

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

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2026 Supreme(Online)(NCLT) 1843

NATIONAL COMPANY LAW TRIBUNALJyoti Kumar Tripathi, Judicial Member, Ravichandran Ramasamy, Technical MemberShin Dongcheol – AppellantVersusHankook Matzip Private Limited – RespondentCP(CA)491/(CHE)/2019 | IA(CA)438/(CHE)/2019

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