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NCLT Upheld the Petitoiners’ Case and Found Clear Acts of Oppression and Mismanagement Within the Meaning of Sections 397 and 398 of the Companies Act, 1956

18 Dec 2025
  • DMD Advocates
  • Matter Reporting

On December 18, 2025, DMD Advocates successfully represented a group of majority shareholder Petitoiners of Neelpadam Builders Private Limited in a highly contested oppression and mismanagement proceeding instituted under Sections 397, 398 of the Companies Act, 1956, arising out of a protracted shareholder and control dispute in a closely held real estate company. The proceedings involved serious allegations that minority shareholders, by abusing the ROC e-filing system, filed forged and backdated statutory forms, illegally reconstituted the Board of Directors, enhanced the authorised share capital and carried out sham allotments of shares to dilute the majority shareholding. It was further alleged that persons who had ceased to be directors under Section 283(1)(g) of the Companies Act, 1956, proceeded to execute multiple sale deeds of valuable company properties without authority, supported by circular movement of funds and fabricated resignations of the majority promoters. The matter was heavily contested on facts and law, with jurisdictional objections, allegations of forgery and challenges to the Tribunal’s powers, alongside parallel civil and criminal proceedings. The Petitioners were represented by Pawan Sharma, Partner and Anuj Shah, Counsel, who led the strategy and the proceedings on behalf of the successful Petitioners.

By a detailed and reasoned judgment, the NCLT upheld the Petitioners’ case and found clear acts of oppression and mismanagement within the meaning of Sections 397 and 398 of the Companies Act, 1956. The Tribunal rejected the defence that the disputes were purely civil in nature and affirmed its wide remedial jurisdiction under Sections 402 and 403 of the Act to grant effective and consequential reliefs, including undoing the effects of an illegally constituted Board and invalid corporate actions. The NCLT held that the impugned Board appointments, share capital enhancement, share allotments and related statutory filings were vitiated by illegality and lack of authority and that the alleged resignations of the majority shareholders were not proved.

A group of majority shareholder Petitoiners of Neelpadam Builders Private Limited was represented by Partner Pawan Sharma along with Counsel Anuj Shah.

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