Section 244 Challenge Limited to One Respondent Cannot Dismiss Entire Company Petition: NCLT Guwahati

Meghmallar Estates And Services Private Limited Vs Aaryan Chilled Infra Private Limite (NCLT Guwahati)

Summary: The National Company Law Tribunal, Guwahati Bench dismissed IA (Comp. Act.)/12/GB/2023 filed by Meghmellar Estates and Services Private Limited, Manjureema Saikia and Anup Saikia in connection with CP/14/GB/2023. The Applicants sought, among other reliefs, that maintainability of the main Company Petition be decided as a preliminary issue, that the entire CP be dismissed with costs, and that further proceedings be stayed. Their principal maintainability objection was based on Section 244 of the Companies Act, 2013, contending that Aaryan Chilled Infra Private Limited and Jagdish Sharma, who were Petitioners in the main CP, did not hold shares in Meghmellar Estates and Services Private Limited and therefore did not satisfy the eligibility requirements for proceedings under Section 241.

The Applicants also relied upon the struck-off status of Sapphire Suppliers Private Limited, pending proceedings concerning its revival, other proceedings before different forums and the Supreme Court decision in Aruna Oswal v. Pankaj Oswal & Ors. The Respondents opposed the application, stating that they collectively held 34.21% of the paid-up share capital of Onion Rings Hotel & Resorts Private Limited and had an indirect interest through its subsidiary structure in Sapphire Suppliers Private Limited and Meghmellar Estates and Services Private Limited. They alleged oppression, mismanagement, statutory violations, improper transfer of shares, irregular strike-off proceedings and other acts forming part of the main CP.