NCLT Orders Buyout in Deadlock Case, Citing Oppression and Mismanagement under Sections 241 & 242 of Companies Act, 2013

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NCLT Hyderabad Bench Resolves Director Deadlock in Thrithva Healthcare , Orders Buyout Amid Mismanagement Findings

Hyderabad, India – In a significant order delivered on March 10, 2025, the National Company Law Tribunal (NCLT) Hyderabad Bench-I, comprising Hon'ble Member (Judicial) Dr. Venkata Ramakrishna Badarinath Nandula and Hon'ble Member (Technical) Sh. Charan Singh, addressed a protracted dispute within Thrithva Healthcare Private Limited. The tribunal allowed a company petition filed under Sections 241, 242 read with Sections 59 and 213 of the Companies Act, 2013, citing oppression and mismanagement and ultimately ordering a buyout mechanism to resolve the deadlock.

Case Background: Allegations of Oppression and Mismanagement

The petition was filed by Dr. Mudumala Issac Abhilash , a promoter-director and shareholder of Thrithva Healthcare , against the company and several respondents, primarily Dr. Sunny Davis Ayyala , the other promoter-director, along with other related entities and individuals. Dr. Abhilash alleged that Dr. Ayyala engaged in acts of oppression and mismanagement detrimental to Thrithva Healthcare . Key accusations included siphoning off company funds, falsifying accounts, and entering into agreements without proper board authorization. Dr. Abhilash sought various reliefs including declaring Dr. Ayyala guilty of oppression and mismanagement, directing him to return undue gains, reconstituting the board, and restoring shares allegedly transferred under a disputed agreement.

Dr. Ayyala refuted the allegations, counter-claiming that Dr. Abhilash was aware of all company affairs and was himself involved in mismanagement. He argued that transactions were for the company's benefit and with Dr. Abhilash 's knowledge.

Key Arguments and Tribunal's Analysis

The core of the dispute revolved around financial irregularities and a breakdown in the working relationship between the two promoter-directors, who each initially held 50% of the company's shares. The NCLT appointed forensic auditors and an administrator to assess the situation.

Share Transfer Dispute: A point of contention was a Share Transfer Agreement (STA) where Dr. Abhilash transferred 10% of his shares. The tribunal examined the STA and share transfer forms, noting discrepancies and lack of evidence of consideration, concluding the STA was intended for a share swap that never fully materialized. Crucially, the NCLT found no record of Board approval for these share transfers as required by the company's Articles of Association, thus ruling that the share transfer was invalid and ordering rectification of the Register of Members to reflect the original 50-50 shareholding.

Mismanagement and Financial Irregularities: The Forensic Audit Report highlighted significant concerns, including improper maintenance of accounts, fund diversion, unauthorized acceptance of deposits, and irregular director remuneration. Both directors were implicated in financial transactions lacking proper authorization and documentation. The tribunal noted the report's findings of siphoning of funds related to an investment by Respondent No. 8, Ancharon Healthcare Private Limited. The judgment emphasizes the lack of cooperation and transparency between the directors, leading to a “functional deadlock” detrimental to the company.

Legal Precedent and Justification for Buyout: The NCLT Bench cited the Supreme Court's judgment in MSDC Radharamanan vs. MSD Chandrasekara Raja (2008) 6 SCC 750, which addressed similar deadlock situations in companies with two directors/shareholders. The Supreme Court in MSDC Radharamanan held that in such scenarios, animosity and non-cooperation can severely impact company management and that tribunals have wide powers under Sections 397 & 398 (now Sections 241 & 242 of the 2013 Act) to address oppression and mismanagement.

Drawing from this precedent, the NCLT Hyderabad Bench concluded that a buyout was the most appropriate remedy to resolve the deadlock and safeguard the company's interests. The judgment highlighted:

> “From the above analysis of the affairs of 1st Respondent Company, we conclude that there is no cooperation between the Petitioner and Respondent No.2 who are the only directors and shareholders of 1st Respondent Company. From the report of the Learned Administrator and the observations made in the Forensic Audit Report, it can be stated that there is a clear division between Petitioner and Respondent No.2 without caring for the consent of each other in carrying out the affairs of the 1st Respondent Company. Also, the equal shareholding of Petitioner and Respondent No.2 makes it a clear case of functional deadlock in the affairs of 1st Respondent Company.”

NCLT Order and Implications

The NCLT delivered the following key orders:

• Rectification of Register of Members: Ordered restoration of the original 50-50 shareholding between Dr. Abhilash and Dr. Ayyala .
• Refund of Misappropriated Funds: Directed both directors to refund specific amounts misappropriated from Respondent No. 8's investment (Dr. Abhilash : ₹9 Lakhs, Dr. Ayyala : ₹2.03 Crores).
• Continuation of Administrator: Extended the tenure of the appointed administrator, Mr. V. Selvaraj , for another six months to manage company affairs and explore leasing options for the hospital.
• Valuation and Buyout Process: Appointed a valuer to determine the fair value of Thrithva Healthcare 's shares. The order initiates a structured buyout process, giving the first option to Dr. Abhilash to buy out Dr. Ayyala 's shares. If Dr. Abhilash declines, the option shifts to Dr. Ayyala to buy out Dr. Abhilash . Failure of both buyout options could lead to winding-up proceedings.
• Suspension of Board: The Board of Directors remains suspended until further orders.

This judgment underscores the NCLT's proactive role in resolving corporate disputes arising from director deadlock and mismanagement. The decision to order a buyout mechanism aims to ensure the continued functioning of Thrithva Healthcare and protect stakeholder interests, providing a definitive path forward from a fractured corporate relationship. Legal experts note that the NCLT’s reliance on the principle of ‘functional deadlock’ and its wide remedial powers under Section 242 provides a robust framework for addressing complex shareholder disputes in closely held companies. ```