Shailja Krishna VS Satori Global Limited
(A) Companies Act (1 of 1956) , S.397, S.398— Oppression and Mismanagement – Maintainability of petition for – In petition filed under Ss 397,398 of Companies Act 1956, appellant, majority shareholder of the company had made allegations of fraud , coercion and fabrication of documents – The NCLT had specifically held petition to be maintainable after examining pleadings, evidence, and law – The allegations were ultimately proved to the satisfaction of NCLT by the appellant – NCLT had rightly held petition to be maintainable
(B) Companies Act (1 of 1956) , S.397— Oppression and Mismanagement – Validity of Gift Deed – Jurisdiction of NCLT to decide – NCLT/CLB possess a wide jurisdiction to decide all such matters that are incidental and/or integral to the complaint alleging oppression and mismanagement – Admittedly determination of validity of gift deed was central to the matters in issue in the petition – NCLT had jurisdiction to decide validity of gift deed
(C) Companies Act (1 of 1956) , S.397, S.398— Oppression and Mismanagement – Petition for – Gift deed and share transfer forms – Validity of – Alleged gift deed executed by appellant, majority shareholder in the company, transferring her entire shareholding to her mother-in-law was against the Articles of Association which prohibited such transfer – Gift deed was purportedly executed by appellant out of love and affection – Fact that on the same date mother-in-law had lodged FIR against appellant u/S 406 IPC, raised suspicion about execution of gift deed – Share transfer form was purportedly signed by appellant after extended period and showed overwriting and mismatch of dates – Transfer of shares was liable to be set aside
(D) Companies Act (1 of 1956) , S.397, S.398— Oppression and Mismanagement – Petition for – Validity of Board Meetings – Appellant majority shareholder of the company had filed petition for oppression and mismanagement – No documentary proof was produced regarding service of notice of Board Meetings on appellant – Required quorum of Board meetings was at least two validly appointed directors – Appellant was a director having 98% shareholding and only other director was her husband – In the absence of appellant, meeting did not have requisite quorum – Induction of additional director being illegal, his presence in subsequent meeting could not have cured the defect – Both meetings were vitiated for want of proper quorum – Resolutions passed in the meetings including resolution accepting alleged resignation of appellant, were invalid
(E) Companies Act (1 of 1956) , S.397— Oppression and Mismanagement – Petition for – Allegations of fraud , coercion and fabrication of documents – Alleged gift deed executed by appellant, majority shareholder in the company, transferring her entire shareholding to her mother-in-law was against the Articles of Association – Circumstances surrounding execution of gift deed raised suspicion – Transfer of shares was declared invalid – Board meetings were conducted in a mala fide manner and against statutory requirements as well as internal regulations of company – Resolution by which alleged resignation of appellant was accepted, was invalid – NCLAT had erred in setting aside judgment and order passed by NCLT allowing petition for oppression and mismanagement filed by appellant
