Nowon Technologies Pvt Ltd Vs Tono Thomas (NCLT Bengaluru)
Summary: The NCLT, Bengaluru Bench dealt with proceedings arising from a company petition instituted by Mr. Tono Thomas against Nowon Technologies Pvt. Ltd. under Sections 241-242 of the Companies Act, 2013. By the order dated 04.09.2026 in the principal proceedings, the Tribunal recorded that C.A. No.43/2024 had been dismissed by a separate order, continued the interim order and listed the main matter for final hearing on 22.10.2026. The separate order concerned C.A. No.43 of 2024 filed by Nowon Technologies Private Limited under Section 8 of the Arbitration and Conciliation Act, 1996 read with Rule 11 of the NCLT Rules, 2016, seeking dismissal/reference of the underlying dispute to arbitration on the basis of Clause 23 of the Share Subscription Agreement dated 30.10.2009. The Applicant contended that the petition was essentially concerned with redemption of preference shares and payment of dividend, that these matters arose from the Share Subscription Agreement, and that the allegations of oppression and mismanagement merely dressed up an essentially contractual dispute which was required to be adjudicated by an arbitral tribunal.
The Respondent opposed the application on several grounds. It was submitted that the Share Subscription Agreement was only between the Applicant Company and the Petitioner, whereas the company petition contained allegations and sought relief against other respondents who were not parties to that agreement. According to the Respondent, the petition alleged oppression by the majority shareholders and invoked the special statutory remedy under Sections 241-242, under which the Tribunal possessed powers that could not be exercised by an arbitrator. Reliance was placed upon Shanti Prasad Jain v. Kalinga Tubes, Vidya Drolia v. Durga Trading Corporation and Sukanya Holdings Pvt. Ltd. v. Jayesh H. Pandya & Ors. It was contended that intra-company disputes of the nature raised were not arbitrable, that Section 430 of the Companies Act conferred exclusive jurisdiction upon the Tribunal in matters entrusted to it, and that the causes of action could not be split between arbitration and NCLT proceedings.
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