Prakash Kishanchandra Makhijani & Another Vs Ohm Encon Private Limited & Others (NCLT Ahmedabad)
The application was filed under Sections 241 and 242 of the Companies Act, 2013 read with Rule 81 of the NCLT Rules, seeking urgent interim protection against the agenda placed before an Extraordinary General Meeting (EoGM) scheduled for 09.07.2026 for the removal of Petitioner No.1 as a director and for maintenance of status quo until the petition was heard.
The applicants submitted that they collectively held 45% shareholding in Respondent No.1 company. They stated that a Memorandum of Agreement (MOA) dated 2 June 2026 had already been executed between the parties providing for the petitioners’ exit upon payment of consideration for their shares through the prescribed procedure. The MOA also provided that any disputes would be resolved through arbitration by a mutually appointed sole arbitrator. Despite this, the respondents, who held 55% of the company’s shares, circulated an agenda proposing the removal of Petitioner No.1 as a director under Section 169 of the Companies Act, 2013.
Counsel for Respondent No.2 appeared by waiving notice, sought time to file the Vakalatnama and reply, and was directed to file the Vakalatnama on the same day and the reply before 10:30 a.m. on Thursday, 09.09.2026.
After hearing both sides on the request for interim relief, the Tribunal observed that both petitioners had agreed to exit subject to receipt of the agreed share value through the procedure stipulated in the MOA, which also contemplated arbitration in the event of disputes. The Tribunal further noted that the proposed resolution did not mention the existence of any dispute or whether the matter had been referred to arbitration. It also recorded the applicant’s submission that the agreed financial consideration had not yet been paid, and only upon such payment could the terms of the MOA be implemented, facilitating the petitioners’ exit and consequent cessation of directorship.
The Tribunal further observed that the motion for removal had been moved by Respondent No.2 on behalf of three shareholders. It also noted that both the petitioners and respondents continued to be shareholders of the company, the agreed exit had not materialised, and the company remained a closely held company owned by two shareholder groups.
In view of these circumstances, the Tribunal directed Respondent No.1 not to pass Item No.1 of the agenda concerning the proposed removal of Petitioner No.1 as a director. The motion was directed to be kept in abeyance until it was heard by the Tribunal.
The matter was directed to be listed for further consideration on 30.07.2026.
FULL TEXT OF THE NCLT JUDGMENT/ORDER
This application is filed under Sec 241 and Sec 242 of Companies Act 2013 r/w Rule 81 of the NCLT Rules. Heard the Ld Counsel for the applicant. He sought urgent intervention of this tribunal by giving interim protection against the agenda placed in the EoGM convened by the respondent No.1 scheduled to be held on 09.07.2026 to remove him as a Director and to maintain status quo till the matter is heard. He submitted that both petitioner/s hold 45% of shareholding in R1. He also submitted a memorandum of agreement dated 2 June of 2026 has already been executed between the parties to settle the exit of the petitioner’s through certain consideration of the share value for transfer of shares for buy back through appropriate procedure and disputes if any will be settled through arbitration, by sole arbitrator to be appointed mutually. Meanwhile, the respondent has placed an agenda circulated to the board of directors signed by the respondents (holding 55% shares of R1) for removal of the Petitioner No.1under the provisions of Sec 169 of the Companies Act 2013. A copy of the agenda placed is enclosed.
Heard the Ld. Counsel for Respondent No. 2 who appeared by waiving notice and sought time to file the Vakalatnama and reply in the matter. He is directed to file the VP today itself and file reply before Thursday 09.09.2026 morning before 10:30 AM.
Heard both parties on the interim relief sought at this stage before the matter is heard on the petition and further adjudicated. It appears that the both the petitioner/s have agreed on exit subject to payment of their share value by transfer through a procedure stipulated in the MOA which also provides for an arbitration in the matter in case of dispute. The resolution placed before the board does not mention any dispute or whether the matter was referred before arbitration. Further, the applicant also submits that the financial consideration has not been yet paid only then the terms of the MOA can be fulfilled to facilitate exit which automatically removes the directorship of the petitioner. This motion is moved by R 2 on behalf of the 3 shareholders. It also appears that both the petitioners and respondents are shareholders of the company as on date and the exit has still not materialised whereby the respondents become the sole group holding the shares of this closely held company held by two group of share holders.
In view of the above, we direct R 1 not to pass the motion moved through R 2 in Item No.1 for its approval which be kept in abeyance till the same is heard by this Tribunal.
List for further consideration on 30.07.2026.
