Oppression and Mismanagement Plea Dismissed for Lack of Proof | NCLT

Case Details: Tarsem K. Ruby vs. OJAS Medical Services (P.) Ltd. - [2026] 182 taxmann.com 569 (NCLT-Chd.)

Judiciary and Counsel Details

• Khetrabasi Biswal, Judicial Member & B, Technical Member
• Karan Gandhi for the Petitioner.
• Mrs Munisha Gandhi, Sr. Adv., Ms Sanya Thakur, Ms Rubina Virmani, Tarun S. Khaira, Ms Manveen Narang, Harit Narang & Surjeet Singh Bhadu, Advs. for the Respondent.

Facts of the Case

In the instant case, the petitioner was a shareholder and director of the respondent company. The petitioner filed a petition under sections 241, 242 and 244, alleging that respondents No. 8 and 9 were involved in systemic financial irregularities and money laundering through Alchemist Group.
The petitioner also alleged that respondents bypassed the mandatory regulatory framework established by the articles of association of respondent No. 1 and section 2(68)(i) of the Companies Act, 2013, for the transfer of shares. The petitioner also challenged the validity of the loan transaction.
It was noted that respondents complied with the principles of pre-emption by offering shares to the petitioner on 25-6-2020, and that, once the petitioner failed to exercise the right of pre-emption through a valid acceptance, respondents were legally entitled to sell those shares to third parties.

Further, the board specifically confirmed the loan actions in its 42nd meeting on 27-4-2021, where the petitioner was present, in the absence of any proven prejudice to the company or evidence of “gross collusion,” the validity of the loan as a bona fide exercise of corporate commercial wisdom was to be upheld.
Moreover, the petitioner failed to establish the essential ingredients for invoking the Tribunal’s jurisdiction in cases of oppression and mismanagement.
The NCLT observed that the petitioner neither during the course of his argument nor in his petition had made specific pleadings or produced any proof of prejudicial conduct in the affairs of the company or of circumstances warranting winding up on just and equitable grounds.

NCLT Held

The NCLT held that the material on record reflected sound financial performance and regularisation of statutory and banking compliances by the respondent company. In view of the foregoing discussion and in the absence of any substantiated allegations, the petition deserved dismissal.