2026 Supreme(Online)(NCLT) 3124

NATIONAL COMPANY LAW TRIBUNAL
Ashok Kumar Bhardwaj, MEMBER (JUDICIAL), Atul Chaturvedi, MEMBER (TECHNICAL)
SMT. PREM KAUR. – Appellant
Versus
M/s Dee Tee Electronics India Pvt. Ltd. & ors – Respondent
C.P. NO 129 (ND) OF 2019

Appointment of directors without valid board meetings and proper statutory compliance, followed by continued filing of false statutory returns, constitutes oppression and a continuing cause of action, not barred by limitation.

Headnote:(A) Companies Act, 2013 - Sections 161, 241, 242 and 244 - Limitation Act, 1963 - Article 137 - Oppression and mismanagement - Illegal appointment of directors - Void board meetings - Ante-dating of corporate records - Continuous course of conduct - The Tribunal held that where the alleged acts of oppression are not a singular event but a continuing course of conduct involving repeated statutory filings and falsification of records, the petition is not barred by limitation under Article 137. The Tribunal further held that the burden on the petitioners is discharged when reliance is placed on statutory filings (e.g., Forms DIR-12, MGT-7, AOC-4) which on their face reveal inconsistencies and lack of compliance with Section 161. (Paras 4.vi, 4.viii)

(B) Companies Act, 2013 - Sections 241 and 242 - Oppression - Mismanagement - Control of company through illegal means - The Tribunal applied the principles from Needle Industries (India) Ltd. v. Needle Industries Newey (India) Holding Ltd. and Shanti Prasad Jain v. Kalinga Tubes Ltd., holding that conduct which is burdensome, harsh, and wrongful, or which is undertaken for an extraneous purpose like acquiring control, constitutes oppression. The cumulative effect of appointing an additional director without regularisation, ante-dating records, and filing documents showing attendance of a deceased director, established a systematic attempt to consolidate control, which is oppressive and prejudicial to the company. (Paras 4.xiii, 4.xiv, 4.xvi)

(C) Companies Act, 2013 - Section 161 - Appointment of Additional Director - Regularisation - The appointment of an additional director must be regularised by the shareholders in a general meeting. The failure to place on record any notice of meeting, explanatory statement, minutes, or shareholders’ resolution for regularisation renders the appointment illegal and void. (Para 4.viii)

Facts of the case:
The petitioners, shareholders of the respondent company, alleged that the respondents illegally appointed themselves as directors after the demise of the principal director (the husband of the first petitioner). The appointments were allegedly made through Board meetings on 19.04.2016 and 20.04.2016, which were signed only by one person who was herself an additional director without valid regularisation. The petitioners pointed to a discrepancy where statutory documents prepared on 19.04.2016 described the deceased as 'Late' even though his death occurred on 20.04.2016, and to annual returns for 2017-18 that showed the deceased as attending board meetings. The respondents argued the petition was a family dispute, barred by limitation, and that the appointments were legally compliant.

Findings of Court:
The Tribunal found the respondents' actions, including the ante-dating of Form DIR-12, the lack of evidence for regularising the additional director's appointment, and the falsification of records showing attendance of a deceased director, amounted to a continuing course of oppressive conduct. The petition was not barred by limitation. The Tribunal declared the Board meetings of 19.04.2016 and 20.04.2016 null and void, restrained the respondents from acting as directors (except for a 90-day transition period for the second respondent), barred alienation of company assets without leave, and appointed an Administrator to manage the company for 90 days.

Issues: The main issues were whether the appointments of the respondents as directors were invalid due to non-compliance with Section 161 of the Companies Act; whether the petition was barred by limitation; and whether the conduct of the respondents constituted oppression and mismanagement under Sections 241-242.

Ratio Decidendi: The court ruled that a continuous course of oppressive conduct, evidenced by repeated statutory filings of false and ante-dated documents, creates a fresh cause of action and defeats a plea of limitation. The failure to strictly comply with the procedure for appointing and regularising an additional director renders such appointments void and constitutes an act of oppression.

Result: Company Petition No. 129 (ND) of 2019 allowed in the above terms. The Board Meetings and resolutions of 19.04.2016 and 20.04.2016 were declared null and void; respondents 2 and 3 were ordered to cease as directors (with a 90-day exception for respondent 2); the company's assets were frozen; and an administrator was appointed to manage the company for 90 days.

Table of Content
1. reliefs sought and factual background of the case. (Para 1 , 2)
2. respondents' arguments including limitation and personal vendetta. (Para 3)

PER: ASHOK KUMAR BHARDWAJ, MEMBER (JUDICIAL)

1. The present Application has been preferred under sections 241-242 of the Companies Act, 2013, seeking the following reliefs:

A. Removal of Respondent No.2 & 3 from the post directors, who have been appointed illegally and through unlawful means;

B. Disqualify Respondent No.2 & 3 from holding office of Director in any company for their acts of dishonesty and fraud;

C. Hold in abeyance all the decisions taken by Respondent No.2 & 3 in capacity of being directors of the Respondent No. 1/Company;

D. Declare all the alleged Board Meetings dt. 19.04.2016 and 20.04.2016 and/ or resolutions passed at such alleged Meetings as illegal and/or null and void;

E. Permanently restrain the Respondents from dealing in any manner from selling, alienating, encumbering or creating any third party rights with the movable and immovable assts of the Company;

F. Pass such other and further orders as this Hon'ble Tribunal deems fit and proper in the interest of justice.

2. The factual position espoused on behalf of the petitioners can be summarised as under:

i. The Petitioner No. 1 is widow of Late Sh. Tarsem Singh, R/o. SK-124, Shastri Nagar, Ghaziabad, Near Diamond Palace, Uttar Pradesh, and holding approx. 9.5% shares of the Respondent No. 1/Company i.e. 10,000 shares with the nominal value of Rs. 10/- each share. The Petitioner being one of the respectable shareholders of the company, is entitled to file the present Petition under section 241 & 242 of Companies Act, 2013.

ii. The Petitioner No. 1 is an Indian Citizen and has all legal rights for remedy under the provisions of enactment of laws enacted by the Indian Parliament and under the various provisions of The Constitution of India.

iii. The Petitioner No. 1 is the mother of the Respondent No 3 and a shareholder in the Respondent No.1/Company, having its registered office at Shop No-G-9, Ground Floor Vardhman Diamond Plaza, Motia Khan, Paharganj Delhi, Central Delhi-110015.

iv. The husband of the Petitioner No. 1 namely Late Sh. Tarsem Singh, father of the Respondent No.3 was director and shareholder in the company. He ceased to be a director on his demise on 20.04.2016 but was still a shareholder in the Respondent No. 1/Company.

v. The Petitioner No. 1 executed a General Power of Attorney dated 08.04.2019 in the name of her Daughter-in-law namely Smt. Anju Dheeman, W/o Sh. Preet Pal Singh, R/o SK-124, Shastri Nagar, Ghaziabad, Near Diamond Palace, Uttar Pradesh, for filing all cases on her behalf. Additionally Smt. Anju Dheeman is specifically authorized by the Petitioner to file the present Petition as also any other application/appeal etc. in NCLT or before NCLAT. Since the Petitioner is a senior citizen, she has authorized Smt. Anju Dheeman to file, contest, appear etc. for the cases before any court of law/tribunal including Hon'ble Supreme Court of India.

vi. The Petitioner no.2 holds approx. 0.48% (500 shares) in the respondent company. The shareholding of Petitioner no. 3 in the respondent company is approx. 0.96% (1000 shares).

vii. The Respondent No.1 company i.e. DEE TEE India Technology Pvt. Ltd. was incorporated on 14.08.1989, having its registered office at Shop No-G-9 Ground Floor Vardhman Diamond Plaza, Motia Khan. Paharganj, Delhi Central, Delhi-

110015.

viii. According to Annual Return i.e. FORM MGT-7 filed by the Respondent No.1/Company with the Registrar of Companies, the share capital is presented as below:

ix. The Respondent No.2 i.e. Smt. Jasdeep Kaur, W/o. Sh. Narender Pal Singh, R/o: S.I.-35, Shastri Nagar, Ghaziabad, U.P., is the director of the Respondent No. 1/Company, holding approx. 4.8% shares in the Company i.e. 5000 shares with the nominal value of Rs. 10/- per share of the company.

x. The Respondent No. 3 i.e. Sh. Narender Pal Singh, S/o: Late Sh. Tarsem Singh, R/o: S.I.-35

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