Mohammed Shafi Vs Dr. Hyderali Kalliyath (NCLT Kochi)
NCLT Kochi considered two Interlocutory Applications filed under Rule 11 of the NCLT Rules, 2016, challenging the maintainability of Company Petition No. CP(C/Act)/28/KOB/2023 filed under Sections 241 and 242 of the Companies Act, 2013. The Applicants contended that the petition involved essentially directorial disputes concerning the appointment of directors and a proposed EGM for removal of the Petitioners, rather than oppression or mismanagement affecting their rights as members. They also alleged suppression of material facts, absence of necessary pleadings, non-joinder of parties, and that subsequent events had rendered the reliefs infructuous. Respondent Nos. 1 and 2 opposed the applications, contending that the petition concerned continuing acts of oppression and mismanagement, including alleged non-issuance of meeting notices, denial of participation in corporate affairs, disputed induction of directors, fabrication of corporate records and filings based on disputed resolutions.
The Tribunal noted that the Petitioner held approximately 25.42% of the Company’s share capital, exceeding the statutory threshold under Section 244(1). It observed that even shareholders holding less than 10% are not absolutely barred from pursuing oppression and mismanagement proceedings, subject to obtaining the prescribed exemption from the NCLT. The Tribunal referred to Lokesh Kumar Bansal and Ors. v. Adhunik Food Products Pvt. Ltd. and Ors., (2025) ibclaw.in 02 NCLAT, regarding satisfaction of an alternative condition under Section 244(1)(a).
