Holding

The Supreme Court held that the company petition was maintainable, the NCLT had jurisdiction to determine the validity of the gift deed, and that the gift deed, share transfer forms, and the board meetings were invalid, thereby restoring the NCLT’s order and setting aside the NCLAT judgment.

Summary

Mrs. Shailja Krishna, a majority shareholder and former executive director of Satori Global Limited, alleged that the company’s board had fraudulently obtained her signature on a gift deed and share transfer forms, thereby oppressing her and mismanaging the company. The NCLT had earlier granted her relief under Sections 397 and 398 of the Companies Act, 1956, restoring her as director and setting aside the gift deed and related board resolutions. The NCLAT reversed that order, holding the NCLT lacked jurisdiction to decide the validity of the gift deed. The Supreme Court held that the company petition was maintainable, the NCLT possessed wide jurisdiction to adjudicate matters incidental to oppression, including the validity of the gift deed, and that the gift deed, share transfer forms, and the board meetings were invalid. Consequently, the Court restored the NCLT’s order, declared the appellant a victim of oppression and mismanagement, and set aside the NCLAT judgment.

Issues considered

Whether the company petition filed under Sections 397 and 398 of the Companies Act, 1956 was maintainable despite the bar under Section 399.
Whether the NCLT had jurisdiction to decide the validity of the gift deed in the context of an oppression petition.
Whether the facts and law supported the NCLT’s finding that the gift deed was invalid.
Whether the appellant proved that she was a victim of mismanagement and oppression by the directors.

Legislation cited

Companies Act, 1956s. 108(1-D), s. 286, s. 397, s. 398, s. 399
Companies Act, 2013s. 242
Domestic Violence Act, 2006
Specific Relief Act, 1963s. 31, s. 34

Headnote

Issue for Consideration Whether the company petition decided in favour of the Appellant by the NCLT was maintainable u/ss.397 and 398, Companies Act, 1956 Act; assuming that the company petition was maintainable, whether the NCLT had jurisdiction to decide whether the gift deed is valid answer to the aforesaid question is in the affirmative, were the facts on record and the law such so as to support the finding of the NCLT that the gift deed is invalid; whether the Appellant was able to prove that she has been a victim of mismanagement and oppression by the Directors of the

Subjects

Section 397 and 398, Companies Act, 1956Mismanagement and oppressionFraudCompany petition maintainableNCLT jurisdictionGift deed invalidBoard meetings invalidShare transfer invalidOppression victimSpecific Relief ActDomestic Violence Act

Judgment

[2025] 9 S.C.R. 383 : 2025 INSC 1065

Mrs. Shailja Krishna
v.
Satori Global Limited & Ors.
(Civil Appeal No(s). 6377-6378 of 2023)
02 September 2025
[Dipankar Datta* and K. Vinod Chandran, JJ.]

Issue for Consideration
Whether the company petition decided in favour of the Appellant
by the NCLT was maintainable u/ss.397 and 398, Companies Act,
1956 Act; assuming that the company petition was maintainable,
whether the NCLT had jurisdiction to decide whether the gift deed
is valid or not; if the answer to the aforesaid question is in the
affirmative, were the facts on record and the law such so as to
support the finding of the NCLT that the gift deed is invalid; whether
the Appellant was able to prove that she has been a victim of
mismanagement and oppression by the Directors of the Company.

Headnotes†
Companies Act, 1956 Act – ss.397-399 – NCLT decided the
company petition in favour of the Appellant – Order set aside
by NCLAT – Whether the company petition u/ss.397 and 398
was maintainable in view of the bar created by s.399:
Held: The company petition was maintainable – Findings returned
by the NCLT and more particularly having noticed the allegations of
fraud and coercion as well as fabrication of documents, which were
proved to its satisfaction by the Appellant, the reasons assigned
are concurred with. [Para 24]

Companies Act, 1956 Act – ss.397, 398, 286 – Company petition
filed by Appellant was decided by NCLT in her favour whereby
inter alia she was restored as an Executive Director of the
first respondent-Company; Board resolutions dtd.15.12.2010
and 17.12.2010 were set aside; the gift deed in question was
held invalid and the subsequent share transfer in favour of
the fourth respondent-her mother-in-law was declared null and
void – Order set aside by NCLAT holding that NCLT erred in
declaring the Gift Deed invalid when serious allegations of

* Author
384 [2025] 9 S.C.R.

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fraud, coercion, and forgery were raised – Whether the NCLT
had jurisdiction to decide whether the gift deed is valid or
not; if yes, whether the finding of the NCLT that the gift deed
is invalid is supported by the facts on record and the law
and; whether the Appellant was able to prove that she was
a victim of mismanagement and oppression by the Directors
of the Company:
Held: The NCLT/CLB possess a wide jurisdiction to decide all
such matters that are incidental and/or integral to the complaint
alleging oppression and mismanagement – Tribunal ought to bring
an end to the complaints of oppression and mismanagement and
must also provide a solution to the problems – In the instant case,
admittedly, the determination of whether the gift deed is valid or not
is central to the decision herein and, therefore, the NCLT did have
full jurisdiction to decide whether the gift deed is valid or not, or
whether it is against the provisions of the 1956 Act and/or internal
regulations of the Company, including but not limited to the AoA
and the MoA – If a member who holds the majority of shares in a
company is reduced to the position of minority shareholder in the
company by an act of the company or by its Board of Directors
in a mala fide manner, the said act must ordinarily be considered
to be an act of oppression against the said member – Appellant
was the victim of oppression and mismanagement because the
circumstances surrounding the gift deed and the subsequent
transfer of shares are seriously questionable and are invalid and;
the board meetings were conducted in a mala fide manner and
against both the statutory requirements of the 1956 Act and the
internal regulations of the Company – Gift deed and share transfer
forms were invalid – Share transfer set aside – The Board Meetings
held on 15.12.2010 and 17.12.2010 were also invalidly conducted
and the resolutions purportedly passed therein, including the
acceptance of the Appellant’s alleged resignation, do not warrant
any validation by this Court – Interference by NCLAT with the
judgment and order of the NCLT was unnecessary – Order of
NCLAT set aside and that of the NCLT is restored – Companies
Act, 2013. [Paras 29-31, 39, 42, 53, 55]

Companies Act, 1956 Act – s.286 – Board meetings
dtd.15.12.2010 or 17.12.2010, if were invalid:
Held: Yes – Clauses 30 and 61 of the AoA r/w s.286 mandate that
notice of every board meeting must be served on all Directors –
[2025] 9 S.C.R. 385

Mrs. Shailja Krishna v. Satori Global Limited & Ors.

Appellant, who continued as a Director during the relevant
period, was never served with notice of either of the meetings
dtd.15.12.2010 or 17.12.2010 – Moreover, such notices and/or
proof of service of such notices were never produced before the
NCLT, even the minutes of the meetings were also not produced –
Hence, the requirement of notice being mandatory, non-service
thereof renders the meetings invalid – Furthermore, on the issue
of quorum, clause 53 of the AoA mandates that every Board
Meeting of the Company must have a quorum of at least two validly
appointed Directors – Admittedly, on 15.12.2010, the Appellant was
a Director holding 98% shareholding in the Company and the only
other Director was the third respondent – Hence, in the absence
of the Appellant, the meeting did not have the requisite quorum –
Further, since the alleged induction of the fifth respondent as an
Additional Director in the meeting of 15.12.2010 was itself illegal,
he could not be deemed to be a validly appointed Director, and his
presence in the subsequent meeting dtd.17.12.2010 could not have
cured the defect of quorum – Thus, both meetings were vitiated
for want of proper quorum – Board Meetings held on 15.12.2010
and 17.12.2010 were invalid. [Paras 48, 51-53]
Words and Phrases – Oppression – Meaning, discussed.

Case Law Cited
Radharamanan v. Chandrasekara Raja [2008] 5 SCR 182 : (2008)
6 SCC 750; Kamal Kumar Dutta v. Ruby General Hospital Ltd.
[2006] Supp. 4 SCR 462 : (2006) 7 SCC 613; Tata Consultancy
Services Ltd. v. Cyrus Investments (P) Ltd. [2021] 12 SCR 903 :
(2021) 9 SCC 449; Shanti Prasad Jain v. Kalinga Tubes Ltd [1965]
2 SCR 720 : 1965 SCC OnLine SC 15; Needle Industries (India)
Ltd. v. Needle Industries Newey (India) Holding Ltd. [1981] 3 SCR
698 : (1981) 3 SCC 333; Hind Overseas (P) Ltd. v. Raghunath
Prasad Jhunjhunwalla [1976] 2 SCR 226 : (1976) 3 SCC 259;
Dale & Carrington Invt. (P) Ltd. v. P.K. Prathapan [2004] Supp.
4 SCR 334 : (2005) 1 SCC 212; Sangramsinh P. Gaekwad v.
Shantadevi P. Gaekwad [2005] 1 SCR 624 : (2005) 11 SCC 314;
V.S. Krishnan v. Westfort Hi-Tech Hospital Ltd. [2008] 3 SCR 184 :
(2008) 3 SCC 363; Sri Parmeshwari Prasad Gupta v. Union of
India [1974] 1 SCR 304 : (1973) 2 SCC 543 – relied on.
V.B. Rangaraj v. V.B. Gopalakrishnan & Ors. [1991] Supp. 3
SCR 1 : (1992) 1 SCC 160 – referred to.
386 [2025] 9 S.C.R.

Supreme Court Reports

Scottish Co-Operative Wholesale Society Ltd. Appellant v. Meyer
(1958) 3 All ER 66 (HL); Elder v. Elder and Watson (1952)
Scottish Cases 49; In re H. R. Harmer Ltd. [1959] 1 WLR
62 – referred to.

Books and Periodicals Cited
A. Ramaiya, Guide to the Companies Act, 2013, vol. 3, at 4020
(18th ed. LexisNexis 2015).

List of Acts
Companies Act, 1956; Companies Act, 2013; Domestic Violence
Act, 2006; Specific Relief Act, 1963.

List of Keywords
Section 397 and 398, Companies Act, 1956 Act; Mismanagement
and oppression; Fraud; Company petition maintainable; NCLT/
Company Law Board (CLB) possess wide jurisdiction; Gift deed
invalid; Gift deed against AoA; Jurisdiction of NCLT; NCLT has
jurisdiction to decide whether the gift deed is valid or not; Victim
of mismanagement and oppression; Complaint alleging oppression
and mismanagement; Share transfer in favour of mother-in-law not
allowed in AOA; Out of love and affection; Share transfer forms
suspect; Share transfer set aside; Ousted as Director without due
process; Fraud; Coercion; Forgery; Satori Global Limited; Share
transfer form; Gift deed and share transfer forms invalid; Board
Meetings invalid; Restored as Executive Director of the Company;
Extra-Ordinary General Meeting (EOGM); Form 7C; Extension
of validity by RoC; Induction as Additional Director illegal; Not a
validly appointed Director; Internal regulations of the Company;
Board meetings vitiated for want of proper quorum; Board meeting
did not have the requisite quorum; Defect of quorum not cured.

Case Arising From
CIVIL APPELLATE JURISDICTION: Civil Appeal No(s). 6377-6378
of 2023
From the Judgment and Order dated 02.06.2023 of the National
Company Law Appellate Tribunal at Delhi in CAAT Nos. 379 and
395 of 2018
[2025] 9 S.C.R. 387

Mrs. Shailja Krishna v. Satori Global Limited & Ors.

Appearances for Parties
Advs. for the Appellant:
Dhruv Mehta, Sr. Adv., Ankur Mittal, Bimal Bhabhda, Ms. Muskan
Jain, Keith Varghese, Ms. Jutirani Talukdar.
Advs. for the Respondents:
S Niranjan Reddy, Gopal Sankaranarayanan, Sr. Adv., Ashutosh
Jha, Ashutosh Gupta, Gaurav Rana, Oleander D Singh, Shivam
Tomar, Ms. Sansriti Pathak, Ms. Meha Aggarwal, Aman Prasad,
Shourya Dasgupta, Ms. Trisha Chandran.

Judgment / Order of the Supreme Court

Judgment

Dipankar Datta, J.

The Appeals

1. National Company Law Tribunal, Allahabad Bench 1 allowed a
company petition2 filed by Mrs. Shailaja Krishna3 under Sections
397 & 398 of the Companies Act, 19564 by its judgment and order
dated 04.09.2018. In appeals thereagainst5, the National Company
Appellate Tribunal, Principal Bench at New Delhi6 vide its common
judgment and order dated 2nd June, 2023 set aside the said judgment
and order of the Nclt and allowed two sets of appeals of the
respondents. These civil appeals assail the said appellate judgment
and order of the Nclat.

Brief Facts
2. The first respondent - “Satori Global Limited”7 - a private limited
company was earlier known as Sargam Exim Private Limited. The

1 Nclt
2 CP. IB No. 107/ND/2013
3 Appellant
4 1956 Act
5 Company Appeal (AT) No. 379/2018
6 Nclat
7 Company
388 [2025] 9 S.C.R.

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Company, incorporated on 13.04.2006, primarily engaged in trading
of paper. Sargam Exim Private Limited’s transition to Satori Global
Limited will unfold as we proceed to narrate the facts.
3. At the time of incorporation in 2006, the authorized share capital of
the Company was Rs. 2 crores divided in to 20,00,000 equity shares
of Rs. 10 each. The subscribed and paid-up capital of the Company
initially was Rs. 3 lac divided into 30,000 equity shares of Rs. 10 each.
4. The Appellant and the second respondent – Mr. Ved Krishna – the
Appellant’s husband were the original promoters of the Company.
The Appellant initially subscribed to 5,000 equity shares, while the
second respondent subscribed to the remaining 25,000 shares. In
December 2006, the second respondent transferred 24,500 shares
to the Appellant, thereby increasing her shareholding to 29,500
shares. The remaining 500 shares of the second respondent were
transferred to the third respondent-Mr. Nirupam Mishra.
5. Subsequently, an additional 10,000 shares were issued to the
Appellant. By the end of financial year 2006-2007, she held 39,500
shares of the Company out of a total of 40,000 equity shares of the
issued and paid-up share capital, representing more than 98% of
the Company’s shareholding.
6. On 01.02.2007, the second respondent resigned from the directorship
of the Company. His resignation was accepted at the board meeting
and the third respondent was inducted as Director of the Company
in his place.
7. In the same year, the company made a long-term investment in M/s
Yash Papers Ltd. (now known as Pakka Limited) by acquiring 10
lakh equity shares of the said company of Rs 10 each including 30
lakh equity warrants of Rs 11 each of which Rs 1.10 per warrant
was paid. The balance sheet for the year 2007 reflected a holding of
approximately 33,34,500 shares in M/s Yash Papers Ltd., representing
around 14% of its shareholding.
8. On 15.12.2010, the fifth respondent was inducted as an additional
director in the Company. Subsequently, on 17.12.2010, the Appellant
is stated to have resigned from the Company. Her resignation was
accepted at a board meeting attended by the third respondent and
the fifth respondent.
[2025] 9 S.C.R. 389

Mrs. Shailja Krishna v. Satori Global Limited & Ors.

9. On the same day, that is, on 17.12.2010, a gift deed was executed
in Faizabad through which the Appellant purportedly transferred her
entire shareholding in the Company to the fourth respondent – Mrs.
Manjula Jhunjhunwala – her mother-in-law out of love and affection.
10. The Appellant’s entire shareholding was transferred to fourth
respondent vide Share Transfer Form dated 01.10.2010 and the
validity of which was allegedly extended up to 12.11.2011.
11. Around 2009-2010, the Appellant and the second respondent drifted
apart resulting in a strained marital relationship.
12. On 05.02.2011 and then again on 25.03.2011, the Appellant lodged
police complaints alleging that she had been coerced into signing
some blank documents. On or about 15.06.2011, the second
respondent left India for the USA, where he instituted divorce
proceedings against the Appellant.
13. In the meantime, a meeting of the Board of Directors was convened
wherein notice was issued for an Extraordinary General Meeting
(“EoGM”) to be held on 20.06.2011. The second respondent was
re-appointed as Director of the Company and, at the said EoGM, the
Company was converted into a public limited company under the
name Satori Global Limited.
14. Appellant thereafter lodged her third police complaint on the same
lines as the first two. She also addressed communications to the
Registrar of Companies8 and the Ministry of Corporate Affairs9,
informing them of the circumstances. On 18.11.2011, the alleged
transfer forms were utilised to effect transfer of her shares in favour
of the fourth respondent.
15. Appellant also filed a petition under the Protection of Women from
Domestic Violence Act, 2006 against the second and the fourth
respondent. Later that year, she came to know that her name has
been removed from the list of shareholders and instead, the fourth
respondent was shown to have acquired her shareholdings. This
led to filing of another complaint by the appellant, which resulted
in registration of FIR No. 105/2013 against the second to fifth

8 RoC
9 MoCA
390 [2025] 9 S.C.R.

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respondents under Sections 406, 419 and 420 of the Indian Penal
Code, 186010.
16. Subsequently, the fourth respondent also filed an FIR against the
appellant under Section 406, IPC alleging breach of trust with regard
to the family jewellery belonging to the fourth respondent wherein
she claimed that on 17.12.2010, the appellant changed her bank
locker from a joint locker that she held with the second respondent
to a locker singly held by her.
17. Amidst these circumstances, the appellant filed a company petition11
before the Company Law Board, New Delhi12 which was ultimately
allowed with costs by the Nclt, vide its judgment and order dated
04.09.2018. The Board resolutions dated 15.12.2010 and 17.12.2010
were set aside. Nclt restored the appellant as an Executive Director
of the Company and declared her as the lawful owner of 39,500
equity shares, holding the share transfer dated 18.11.2011 in favour
of the fourth respondent null and void. The Company was directed
to reinstate the appellant as Director, and the fourth respondent
ordered to return the share certificates within 15 days. Nclt found
overwriting and manipulation in the share transfer form, and noted
that it was executed after its validity had expired. RoC was found
to be lacking the power under Section 108(1-D) of the 1956 Act
to extend its validity in such circumstances. Nclt also found Form
7C to be incomplete and the extension of validity by RoC doubtful,
warranting inquiry by the MoCA.
18. Aggrieved thereby, two separate appeals were carried to the Nclat –
one by the Company and the fifth respondent13 and the other by
the fourth respondent14. Nclat, as noted at the beginning of this
judgment, allowed the appeals and held the company petition to be
not maintainable.

Impugned Judgment
19. Nclat set aside the judgment and order of the Nclt on the ground that
it did not have jurisdiction to decide issues of fraud, manipulation and

10 IPC
11 Company Petition No 107/ND/2013
12 CLB
13 Company Appeal (AT) No. 379 of 2018
14 Company Appeal (AT) no. 395 of 2018
[2025] 9 S.C.R. 391

Mrs. Shailja Krishna v. Satori Global Limited & Ors.

coercion; more so, in the exercise of its summary jurisdiction when
examination of elaborate evidence is required. Hence, the appropriate
course of action available to the Appellant was to approach the civil
court under Sections 31 and 34 of the Specific Relief Act, 196315 for
cancellation of the disputed gift deed.

Arguments

Submissions Of The Appellant
20. Learned senior Counsel for the Appellant, Mr. Dhruv Mehta advanced
extensive arguments in support of his contention that the impugned
judgment and order of the Nclat is unsustainable in law and hence,
liable to be set aside; and prayed that the judgment and order of
the Nclt be restored. A brief synopsis of his argument is as follows:
a. The Companies Act, 2013, particularly Section 242 thereof,
empowers the N clt to look into acts of oppression and
mismanagement even when they involve fraudulent transfer
of shares.
b. N clat travelled beyond its jurisdiction by re-appreciating
factual findings, particularly on issues of fraud, coercion, and
oppression, which squarely fell within the province of the Nclt.
c. The bar under Section 399 of the 1956 Act which, inter alia,
provides for the requirement of 10% of the shareholding for a
member to initiate an action under this said section does not
stand in the way, since the Appellant was a member of the
Company at all material times and the impugned Gift Deed
being vitiated by fraud could not divest her of her membership.
In addition to this, Section 399 of the 1956 Act has consistently
been interpreted liberally, to ensure that minority shareholders
are not rendered remediless.
d. The affairs of the Company were being conducted in a manner
which was oppressive to the Appellant and prejudicial to public
interest. Appellant had been excluded from participation in
management and her name was wrongly removed from the
register of members, resulting in her ouster as Director without
following due process.

15 1963 Act
392 [2025] 9 S.C.R.

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e. Gift Deed dated 17.12.2010 is invalid:
i. in view of Clause 16 read with Clause 2(c) of the Articles
of Association16. Clause 16 of AoA of the Company allows
the transfer of shares of a member by way of a gift to
a specific category of persons only, namely, ‘Members,
Wife, Husband, Son, Daughter-in-law, Son-in-law, Father,
Mother, Brother, Sister, Uncle, Nephew, Niece or Cousin’.
Clause 2(c) of the AoA lays down that the right to transfer
the shares of the Company shall be and is restricted in a
manner and to the extent provided in the AoA. Hence,
Clause 16 of AoA must be read in the context of and along
with clause 2(c) and cannot be read in isolation. This way
the transfer in favour of the mother-in-law by way of ‘gift’
is not permitted under the AoA of the Company.
ii. because it was obtained under fraud, coercion, and
undue influence. The second respondent had obtained
the signatures of the Appellant on blank papers and later
forged it, as the Appellant was not in the city of Faizabad
on the relevant date.
f. Board meetings dated 15.12.2010 and 17.12.2010 are invalid:
i. because they were conducted in clear violation of the AoA
of the Company and the provisions of the 1956 Act.
ii. clause 53 of the AoA stipulates that every board meeting
should have a quorum of at least 2 members. However,
in the present factual milieu, on the date of the board
meeting dated 15.12.2010 the quorum was not complete
as the Appellant never attended this meeting. The Company
at that point of time had only two directors, the Appellant
and the third respondent.
iii. quorum was also not met in the meeting dated 17.12.2010
as inclusion of the fifth respondent as a director via the
board meeting dated 15.12.2010 has no legal sanction.
iv. clauses 30 and 61 of the AoA mandate that the notice of a
meeting must be served on the members either personally

16 AoA
[2025] 9 S.C.R. 393

Mrs. Shailja Krishna v. Satori Global Limited & Ors.

or by sending a registered post on the registered address.
This position is also supplemented by Section 286 of the
1956 Act. Even though the Appellant was a director of the
Company throughout the duration of these meetings, she
never received any notices for the board meetings held
on both 15.12.2010 and 17.12.2010, nor was any proof
of service of notices on her produced before the Nclt.
v. no minutes of the meeting have been produced regarding
these meetings, which violate Section 193 of the 1956 Act.
g. Share Transfer Forms were fraudulently prepared:
i. share Transfer Form was issued on 01.10.2010 and was
only valid for 2 months, i.e., till 01.12.2010 as per Section
108 (1A) of the 1956 Act, whereas share transfer form was
allegedly signed by the Appellant on 17.12.2010, when the
form had already expired. Moreover, the Appellant was not
even there on the said date.
ii. form 20B of 2012 itself shows that the shares were
transferred only on 18.11.2011, whereas the Share
Transfer Form stipulated that the extended period for
transfer was only up to 12.11.2011. Realizing that the
transfer on 18.11.2011 was beyond the permissible
period, the respondents tampered with and overwrote the
Share Certificates, altering the date from 18.11.2011 to
10.11.2011 solely to bring it within the extended period,
thereby fabricating the very basis of the alleged transfer and
rendering the transaction illegal, null and void ab initio, and
incapable of conferring any rights upon the respondents.
iii. in any event, the extension granted by the RoC up to
12.11.2011 cannot cure or validate the Share Transfer
Form, as the execution/signature of the Appellant thereon
had already expired on 01.12.2010, thereby rendering the
alleged transfer wholly illegal and void.
iv. extension of validity of the Share Transfer Form under
Section 108(1D) of the 1956 Act through Form No. 7C,
is fraught with serious inconsistencies and illegalities,
inasmuch as the said Form does not even bear a date,
the particulars of payment are conspicuously absent in
394 [2025] 9 S.C.R.

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Column No. 10, and the reason for seeking extension has
been vaguely stated as “misplaced”, which by no stretch of
interpretation can fall within the statutory purview of Section
108(1D) that restricts extension only to “avoid hardship”.
v. further, the second respondent is shown to have attended
and signed the documents relating to the AGM dated
24.09.2011; however, this is demonstrably false for the
simple reason that as per the second respondent’s own
sworn affidavit filed before the District Court of Idaho,
USA, he had left India on or about 15.06.2011 and was
continuously residing in the USA until 31.10.2011, during
which period he had also initiated divorce proceedings
there. Consequently, he could not have been physically
present in India or attended the AGM on 24.09.2011, and
the documents purporting to bear his signature on that
date are fabricated and unreliable.
vi. moreover, the Form is not even signed by the mother-in-
law, who was the transferee, but instead by some other
person, thereby rendering the entire process of extension
invalid, non-est and incapable of conferring any legal
sanctity to the alleged transfer.
h. The C ompany was purportedly converted from a Private
Limited Company into a Public Limited Company and its name
was changed to Satori Global Limited through an alleged
Extraordinary General Meeting (EOGM). However, no notice of
such meeting was ever issued to or served upon the Appellant.
Through this EOGM, 5 (five) new shareholders were added to
the register and no notice was served on the Appellant.

Submissions of the Respondents
21. Mr. Niranjan Reddy, learned senior counsel representing the Company
sought to defend the impugned judgment and order by submitting that:
a. Nclt fell into manifest error in proceeding to declare the Gift
Deed invalid, particularly when serious allegations of fraud,
coercion, and forgery were raised. Such questions involve
adjudication of complex factual controversies which necessarily
require a full-fledged trial involving oral evidence - examination
of witnesses and cross-examination – a feature wholly absent
[2025] 9 S.C.R. 395

Mrs. Shailja Krishna v. Satori Global Limited & Ors.

from proceedings before the Nclt under Section 155 of the
2013 Act, which grants it power only to rectify the register
of members. The only competent forum to adjudicate upon
the validity of the Gift Deed would be a civil court exercising
jurisdiction under Sections 31 and 34 of the 1963 Act.
b. Moreover, the Appellant had no locus standi to institute the
company petition under Sections 397 and 398 of the 1956 Act.
c. NCLT exceeded its jurisdiction:
i. first, regarding the finding that the RoC did not have
power to extend the validity of the Share Transfer Form,
the transfer forms were initially presented to the RoC on
01.10.2010 and executed on 17.12.2010. Since the same
were not submitted to the Company within the statutory
two-month period, an application was made under Section
108(1D) of the 1956 Act whereupon an extension was
duly granted up to 12.11.2011. The transfer deed was
thereafter submitted to the Company on 10.11.2011, well
within the extended time, thereby ensuring full compliance
with the statutory framework. The finding of the Nclt, to
the contrary, is unsustainable.
ii. second, with respect to the finding on the validity of the Gift
Deed, the Nclat has correctly held that the Nclt lacked
jurisdiction to adjudicate upon the same.
iii. even otherwise, assuming arguendo that the Gift Deed
was not validly executed and notarised, the Nclt erred in
holding it forged without following due process. The notary
was never examined, no oral evidence was recorded,
and no opportunity of cross-examination was afforded to
the parties. In the absence thereof, Nclt could not have
returned findings on such disputed and complex issues.
iv. Nclt’s order dated 04.09.2018 reinstating the Appellant
as Executive Director and directing rectification of the
register of members was manifestly beyond jurisdiction.
Rectification of register of members is governed by Section
111A of the 1956 Act. Appellant, however, did not invoke
that provision, and in its absence, no relief as granted
could have been granted. Nclt’s direction, therefore, was
396 [2025] 9 S.C.R.

Supreme Court Reports

without jurisdiction, contrary to statute, and rightly interfered
with by the Nclat.
d. Resignation letter submitted by the appellant on 17.12.2010 was
valid and effective. Under the 1956 Act, once a director submits
a resignation, it takes effect immediately without requiring
acceptance by the Board or service of acknowledgment upon
the resigning director. The resignation was duly recorded in Form
32 filed with the RoC on 30.12.2010, and the same became a
matter of public record. Appellant ceased to draw salary from
the Company after December 2010, unequivocally confirming
her cessation of office.
e. Appellant, despite being a law graduate, claimed to have
signed certain documents under threat and coercion but
raised no immediate protest or complaint. Indeed, she filed no
police complaint for nearly three months thereafter, citing the
unconvincing excuse of being in Kolkata at the material time.
Even when a complaint was lodged belatedly on 05.02.2011,
wherein the police ultimately filed a closure report finding no
offence being made out, the said report was duly accepted by
the competent Magistrate. In addition to this, even the company
petition before the CLB was filed after a delay of two and half
years without any valid explanation for the delay, suggesting
that it was an afterthought.
f. Notice of the meeting scheduled for 15.12.2010 was duly
delivered at the Appellant’s registered address and was received
by her guard. Appellant, being the sole Executive Director
(alongside the third respondent) cannot be heard to complain
of non-receipt of notice.
g. AoA of the Company contained no restriction on transfer of shares
by way of gift. Article 16 of the AoA clearly permitted transfers
by gift to any individual, including non-members.
22. Learned senior counsel for the fourth respondent, Mr. Gopal
Sankarnarayanan, adopted the arguments advanced on behalf of
the Company but specifically stressed on the following points:
a. Allegations relating to fraud, coercion, and manipulation could
not be adjudicated by the Nclt and squarely fell within the
province of the civil courts under the 1963 Act.
[2025] 9 S.C.R. 397

Mrs. Shailja Krishna v. Satori Global Limited & Ors.

b. At the material time, the appellant did not fulfil the tests present
in Section 399 of the 1956 Act and, therefore, she was disentitled
to file the company petition.

Issues
23. Having heard the parties and on consideration of the materials on
record, the following points arise for determination:
a. Whether the company petition, decided in favour of the Appellant
by the Nclt, was maintainable under Sections 397 and 398 of
the 1956 Act?
b. Assuming that the company petition was maintainable, whether
the Nclt had jurisdiction to decide whether the gift deed is
valid or not?
c. If the answer to the above question is in the affirmative, were
the facts on record and the law such so as to support the finding
of the Nclt that the gift deed is invalid?
d. Whether the Appellant was able to prove that she has been a
victim of mismanagement and oppression by the Directors of
the Company?

Analysis

Maintainability
24. Whether the company petition under Section 397 and 398 of the
1956 Act was maintainable in view of the bar created by Section 399
thereof was a specific issue before the Nclt. This issue was answered
in favour of the Appellant by the Nclt by assigning reasons. Nclat
did not hold the company petition to be not maintainable; however,
it proceeded to set aside the order of the Nclt on the ground
noticed above. Respondents have not questioned the omission of
the Nclat to not dismiss the company petition on the ground of its
non-maintainability; on the contrary, they have supported the same.
Without anything more, this would have afforded good ground for us
to answer this issue in favour of the Appellant. However, we do not
wish to rest our conclusion on this issue merely on such a technicality.
25. We have perused the discussion of the Nclt while answering Issue
No. II. Upon threadbare examination of the case pleaded by the
398 [2025] 9 S.C.R.

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Appellant in the company petition as well as the materials on record
vis-à-vis the applicable law, the Nclt held such petition maintainable.
The findings returned by the Nclt and more particularly having
noticed the allegations of fraud and coercion as well as fabrication
of documents, which were proved to its satisfaction by the Appellant,
we record our concurrence with the reasons assigned and hold the
company petition to be maintainable.

Did the NCLT have jurisdiction to decide whether the gift deed
is valid or not?

26. This issue pertains to the central question in the current case. The
gift deed has been challenged on various grounds, but before we
proceed to decide on the merits, we would first decide whether the
NCLT possesses jurisdiction to decide this issue itself.
27. In Radharamanan v. Chandrasekara Raja17, this Court held that the
CLB would be denuded of the power to provide the diverse reliefs
present in the 1956 Act if the Court does not give effect to the wide
jurisdiction conferred on the CLB in matters concerning Sections 397
and 398 thereof. The instructive passages read as follows:
23. Sections 397 and 398 of the Act empower the Company
Law Board to remove oppression and mismanagement. If
the consequences of refusal to exercise jurisdiction would
lead to a total chaos or mismanagement of the company,
would still the Company Law Board be powerless to pass
appropriate orders is the question. If a literal interpretation
to the provisions of Section 397 or 398 is taken recourse
to, may be that would be the consequence. But jurisdiction
of the Company Law Board having been couched in wide
terms and as diverse reliefs can be granted by it to keep
the company functioning, is it not desirable to pass an order
which for all intent and purport would be beneficial to the
company itself and the majority of the members? A court
of law can hardly satisfy all the litigants before it. This,
however, by itself would not mean that the Company Law
Board would refuse to exercise its jurisdiction, although
the statute confers such a power on it.

17 (2008) 6 SCC 750
[2025] 9 S.C.R. 399

Mrs. Shailja Krishna v. Satori Global Limited & Ors.

24. It is now a well-settled principle of law that the courts
should lean in favour of such construction of statute
whereby its jurisdiction is retained enabling it to mould
the relief, subject of course, to the applicability of law in
the fact situation obtaining in each case.
25. In Pearson Education Inc. v. Prentice Hall India (P)
Ltd. [(2007) 136 Comp Cas 294 : (2006) 134 DLT 450]
as regards the jurisdiction of the Company Law Board
and the High Court under Sections 397/398 and 402, a
learned Single Judge of the Delhi High Court held: (DLT
p. 466, para 27)
‘27. … Jurisdiction of the CLB (and ultimately of this
Court in appeal) under Sections 397/398 and 402 is
much wider and direction can be given even contrary
to the provisions of the articles of association. It
has even right to terminate, set aside or modify the
contractual arrangement between the company and
any person [see Sections 402(d) and (e)]. Section
397 specifically provides that once the oppression is
established, the Court may, with a view to bringing to
an end the matters complained of, make an order as
it thinks fit. Thus, the Court has ample power to pass
such orders as it thinks fit to render justice and such
an order has to be reasonable. It is also an accepted
principle that ‘just and equitable’ provision in Section
402(g) is an equitable supplement to the common
law of the company to be found in its memorandum
and articles of association.’
(emphasis ours)

28. Speaking to the authority of the erstwhile CLB, this Court in Kamal
Kumar Dutta v. Ruby General Hospital Ltd.18 held that the CLB
while deciding petitions under Sections 397 and 398 of the 1956
Act exercises quasi-judicial power and as an original authority. The
relevant paragraphs of the decision are reproduced hereunder:

18 (2006) 7 SCC 613
400 [2025] 9 S.C.R.

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23. ... There are no two opinions in the matter that when
CLB exercised its power under Sections 397 and 398 of
the Act, it exercised its quasi-judicial power as original
authority. It may not be a court but it has all the trapping
of a court. Therefore, CLB while exercising its original
jurisdiction under Sections 397 and 398 of the Act passed
the order and against that order appeal lies to the learned
Single Judge of the High Court and thereafter no further
appeal could be filed.
(emphasis ours)

29. In the landmark decision of Tata Consultancy Services Ltd. v.
Cyrus Investments (P) Ltd.19, this Court eruditely delineated the
jurisdiction of the Tribunal while passing orders on an application
complaining of oppression and mismanagement which is that the
Tribunal ought to bring an end to the complaints of oppression and
mismanagement and must not only avoid providing solutions that
tend to elongate the complaints, but must also provide a solution
to the problems. The relevant passages from such judgment read
as follows:
180. Therefore, despite the law relating to oppression
and mismanagement undergoing several changes, the
object that a Tribunal should keep in mind while passing
an order in an application complaining of oppression and
mismanagement, has remained the same for decades.
This object is that the Tribunal, by its order, should bring
to an end the matters complained of.
181. In other words the purpose of an order both under
the English law and under the Indian law, irrespective
of whether the regime is one of “oppressive conduct”
or “unfairly prejudicial conduct” or a mere “prejudicial
conduct”, is to bring to an end the matters complained of
by providing a solution. The object cannot be to provide
a remedy worse than the disease. The object should be
to put an end to the matters complained of and not to

19 (2021) 9 SCC 449
[2025] 9 S.C.R. 401

Mrs. Shailja Krishna v. Satori Global Limited & Ors.

put an end to the company itself, forsaking the interests
of other stakeholders. It is relevant to point out that once
upon a time, the provisions for relief against oppression
and mismanagement were construed as weapons in the
armoury of the shareholders, which when brandished in
terrorem, were more potent than when actually used to
strike with. While such a position is certainly not desirable,
they cannot today be taken to the other extreme where
the tail can wag the dog.
182. The Tribunal should always keep in mind the purpose
for which remedies are made available under these
provisions, before granting relief or issuing directions. It is
on the touchstone of the objective behind these provisions
that the correctness of the four reliefs granted by the
Tribunal should be tested. If so done, it will be clear that
Nclat could not have granted the reliefs of:
182.1. Reinstatement of CPM.
182.2. Restriction on the right to invoke Article 75.
182.3. Restraining RNT and the nominee Directors from
taking decisions in advance.
182.4. Setting aside the conversion of Tata Sons into a
private company.
(emphasis ours)

30. The aforesaid decisions confirm the view that the NCLT/CLB possess
a wide jurisdiction to decide all such matters that are incidental and/
or integral to the complaint alleging oppression and mismanagement.
Such power is, however, subject to any other legislative enactment
specifically debarring the NCLT/CLB from exercising its powers in
this respect.
31. In the instant case, it is an admitted fact that the determination of
whether the gift deed is valid or not is central to the decision herein
and, therefore, the Nclt did have full jurisdiction to decide whether
the gift deed is valid or not, or whether it is against the provisions
of the 1956 Act and/or internal regulations of the Company, including
but not limited to the AoA and the Memorandum of Association.
402 [2025] 9 S.C.R.

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Oppression And Mismanagement
32. We will take the third and fourth issues together as they both relate
to the question of whether the appellant was a victim of oppression
and mismanagement.
33. Oppression and mismanagement have been discussed a number of
times by this Court in previous decisions. Oppression, in company
law, can never have a straitjacket definition and takes within its
fold various forms and actions. The dictionary meaning of the word
oppression is any act exercised in a manner that is burdensome,
harsh and wrongful20.
34. The legal concept of oppression and mismanagement comes from
the colonial law. In Scottish Co-Operative Wholesale Society
Ltd. Appellant v. Meyer21, the House of Lords referring to the prior
decision in Elder v. Elder and Watson22 noted the primary element
of what constitutes oppression – that is, a “lack of probity and fair
dealing in the affairs of a company to the prejudice of some portion
of its members”.
35. Following Meyer (supra), Jenkins, L.J speaking for the Court of
Appeal in In re H. R. Harmer Ltd.23, stated the word “oppressive”
must be understood in its ordinary sense and the question must be
whether in that sense the conduct complained of is oppressive to a
member or members as such.
36. Hon’ble K.N. Wanchoo, J. (as his Lordship then was) speaking for
a three judge Bench of this Court in Shanti Prasad Jain v. Kalinga
Tubes Ltd.24 noted the three prior decisions above from English and
Scottish jurisprudence with approval and noted that the law in this
regard had not defined what oppression meant for the purposes
of Section 397 read with Section 402 of the 1956 Act and would,
therefore, involve a case-to-case examination of the facts to determine
whether oppression had occurred.

20 A. Ramaiya, Guide to the Companies Act, 2013, vol. 3, at 4020 (18th ed. LexisNexis 2015).
21 (1958) 3 All ER 66 (HL)
22 (1952) Scottish Cases 49.
23 [1959] 1 WLR 62
24 1965 SCC OnLine SC 15
[2025] 9 S.C.R. 403

Mrs. Shailja Krishna v. Satori Global Limited & Ors.

37. In Needle Industries (India) Ltd. v. Needle Industries Newey (India)
Holding Ltd.25, this Court had the occasion to observe that while an
isolated act may not amount to oppression and mismanagement,
a series of actions one upon the other can justifiably lead to such
a conclusion. The erudite words of Hon’ble Y.V. Chandrachud, CJI.
speaking for the three-judge Bench are worth quoting:
49. …Neither the judgment of Bhagwati, J. nor the
observations in Elder [1952 SC 49] are capable of the
construction that every illegality is per se oppressive
or that the illegality of an action does not bear upon its
oppressiveness. In Elder [1952 SC 49] a complaint was
made that Elder had not received the notice of the Board
meeting. It was held that since it was not shown that any
prejudice was occasioned thereby or that Elder could have
bought the shares had he been present, no complaint of
oppression could be entertained merely on the ground
that the failure to give notice of the Board meeting was
an act of illegality. The true position is that an isolated
act, which is contrary to law, may not necessarily and by
itself support the inference that the law was violated with a
mala fide intention or that such violation was burdensome,
harsh and wrongful. But a series of illegal acts upon one
another can, in the context, lead justifiably to the conclusion
that they are a part of the same transaction, of which the
object is to cause or commit the oppression of persons
against whom those acts are directed. This may usefully
be illustrated by reference to a familiar jurisdiction in which
a litigant asks for the transfer of his case from one Judge
to another. An isolated order passed by a Judge which is
contrary to law will not normally support the inference that
he is biased; but a series of wrong or illegal orders to the
prejudice of a party are generally accepted as supporting
the inference of a reasonable apprehension that the Judge
is biased and that the party complaining of the orders will
not get justice at his hands.
…

25 (1981) 3 SCC 333
404 [2025] 9 S.C.R.

Supreme Court Reports

52. It is clear from these various decisions that on a
true construction of Section 397, an unwise, inefficient
or careless conduct of a Director in the performance
of his duties cannot give rise to a claim for relief under
that section. The person complaining of oppression
must show that he has been constrained to submit to a
conduct which lacks in probity, conduct which is unfair to
him and which causes prejudice to him in the exercise of
his legal and proprietary rights as a shareholder. It may
be mentioned that the Jenkins Committee on Company
Law Reform had suggested the substitution of the word
“oppression” in Section 210 of the English Act by the
words “unfairly prejudicial” in order to make it clear that
it is not necessary to show that the act complained of
is illegal or that it constitutes an invasion of legal rights
(see Gower’s Company Law, 4th Edn., p. 668). But that
recommendation was not accepted and the English law
remains the same as in Meyer [1959 AC 324 : (1958) 3
All ER 66 (HL)] and in Re H.R. Harmer Ltd. [1959 WLR
62 : (1958) 3 All ER 689 (CA)] as modified in Re Jermyn
St. Turkish Baths [(1971) 3 All ER 184 (CA)] . We have
not adopted that modification in India.
(emphasis ours)

38. In Hind Overseas (P) Ltd. v. Raghunath Prasad Jhunjhunwalla26,
this Court while dealing with oppression and mismanagement in a
company formed by family members/close friends observed that the
principle of “just and equitable” clause baffles a precise definition.
It must rest with the judicial discretion of the court depending upon
the facts and circumstances of each case. These are necessarily
equitable considerations and may, in a given case, be superimposed
on law. Whether it would be so done in a particular case cannot be
put in the straitjacket of an inflexible formula.
39. In Dale & Carrington Invt. (P) Ltd. v. P.K. Prathapan27, this Court
ruled that the acts of Directors in a private limited company are

26 (1976) 3 SCC 259
27 (2005) 1 SCC 212
[2025] 9 S.C.R. 405

Mrs. Shailja Krishna v. Satori Global Limited & Ors.

required to be tested on a much finer scale in order to rule out any
misuse of power for personal gains or ulterior motives. The Court
also succinctly observed that while a right to do an act may be
present to the Directors under Company Law, this right enjoins with
it the duty to act fairly and in the overall interest of the company. It
was, thus, held that if a member who holds the majority of shares
in a company is reduced to the position of minority shareholder in
the company by an act of the company or by its Board of Directors
in a mala fide manner, the said act must ordinarily be considered to
be an act of oppression against the said member.
40. In the case of Sangramsinh P. Gaekwad v. Shantadevi P.
Gaekwad28, this Court while setting aside the allotment of shares
noted that the surrounding circumstances of the allotment are
seriously suspect and do not satisfy the required standards of proof
to sustain the same.
41. A profitable reference may also be made to the decision of V.S.
Krishnan v. Westfort Hi-Tech Hospital Ltd.29 wherein it was
observed as follows:
14. In a number of judgments, this Court considered in
extenso the scope of Sections 397 and 398. The following
judgments could be usefully referred to:
…
From the above decisions, it is clear that oppression would
be made out:
(a) Where the conduct is harsh, burdensome and wrong.
(b) Where the conduct is mala fide and is for a collateral
purpose where although the ultimate objective may be in
the interest of the company, the immediate purpose would
result in an advantage for some shareholders vis-à-vis
the others.
(c) The action is against probity and good conduct.
(d) The oppressive act complained of may be fully
permissible under law but may yet be oppressive and,

28 (2005) 11 SCC 314
29 (2008) 3 SCC 363
406 [2025] 9 S.C.R.

Supreme Court Reports

therefore, the test as to whether an action is oppressive or
not is not based on whether it is legally permissible or not
since even if legally permissible, if the action is otherwise
against probity, good conduct or is burdensome, harsh or
wrong or is mala fide or for a collateral purpose, it would
amount to oppression under Sections 397 and 398.
(e) Once conduct is found to be oppressive under Sections
397 and 398, the discretionary power given to the Company
Law Board under Section 402 to set right, remedy or put
an end to such oppression is very wide.
(f) As to what are facts which would give rise to or constitute
oppression is basically a question of fact and, therefore,
whether an act is oppressive or not is fundamentally/
basically a question of fact.
42. Applying the tests laid down in the aforesaid authorities, we have
come to the conclusion that the Appellant was the victim of oppression
and mismanagement in the instant case for two reasons: first, that
the circumstances surrounding the gift deed and the subsequent
transfer of shares are seriously questionable and must be declared
invalid and secondly, the board meetings have been conducted in
a mala fide manner and against both the statutory requirements of
the 1956 Act and the internal regulations of the Company. Both of
these instances show that the affairs of the Company were being
conducted in a manner prejudicially affecting the Appellant.

Gift Deed And Share Transfer Forms Are Invalid
43. The gift deed is invalid first and foremost since it is against the AoA,
specifically clause 16. The clause does not allow a transfer to the
mother-in-law and, therefore, the gift deed cannot be called in aid
to defeat the claims of the Appellant in the Company. Any action
taken which is not permitted by the AoA here cannot be sustained.
One may usefully refer to V.B. Rangaraj vs V.B. Gopalakrishnan
& Ors.30 for this proposition.
44. Further, as alluded to previously, the circumstances surrounding the
gift deed are questionable since the deed specifically mentions it

30 (1992) 1 SCC 160
[2025] 9 S.C.R. 407

Mrs. Shailja Krishna v. Satori Global Limited & Ors.

being purportedly executed by the Appellant to the fourth respondent
out of “love and affection”. However, what paints a divergent image
is that the fourth respondent on 01.06.2013 lodged an FIR alleging
that the appellant purportedly committed acts constituting breach
of trust qua family jewellery on 17.12.2010, i.e., the very date that
the Share Transfer Form was purportedly signed by the Appellant.
45. There is also considerable merit in the Appellant’s argument that
the share transfer forms are suspect. A bare perusal of the same
discloses that (i) the share transfer form was purportedly signed by
the Appellant after the extended period and such transfers cannot
be upheld by this Court in good conscience and (ii) there is clear
overwriting and mismatch of dates on the share transfer form. We
have no hesitation to hold that the share transfer needs to be set
aside on these grounds.
46. At this stage, however, we do not find this to be an appropriate case
to decide whether the RoC had the power to extend and whether
the extension in this case is valid, especially considering that we
have already decided that the share transfer cannot be sustained.
Moreover, the RoC not being impleaded as a party in these appeals,
we cannot and must not venture into determining whether the actions
of the RoC have been made as per the provisions of the respective
Companies Act and rules thereunder.

Board Meetings were Invalidly Conducted
47. With reference to the Board Meetings dated 15.12.2010 and
17.12.2010, we are of the considered view that it suffers from
fundamental illegality and cannot be sustained in law. The same
were undoubtedly conducted in violation of the AoA and the 1956
Act, on two counts.
48. First, on the issue of notice, clauses 30 and 61 of the AoA read with
Section 286 of the 1956 Act, unequivocally mandate that notice of
every board meeting must be served on all Directors. Specifically,
clause 30 stipulates that “twenty-one days’ notice specifying the
place, day and hour of a General Meeting shall be given to the
members of the company”. Mr. Mehta contended that the Appellant,
who continued as a Director during the relevant period, was never
served with notice of either of the meetings dated 15.12.2010 or
17.12.2010. Moreover, such notices and/or proof of service of such
notices were never produced on record before the Nclt. Not only
408 [2025] 9 S.C.R.

Supreme Court Reports

that, the minutes of the meetings were also not produced. Hence,
the requirement of notice being mandatory, non-service thereof
renders the meetings invalid. Reliance placed by Mr. Mehta on Sri
Parmeshwari Prasad Gupta v. Union of India31 is relevant here
as it was held that absence of notice vitiates the entire proceedings
of a board meeting.
49. Regarding the contention of Mr. Reddy that the notice was accepted
by the security guard, the same has been urged to be rejected. The
notice accepted by the guard was in respect of the Extra-Ordinary
General Meeting (EOGM) which was held on 20.06.2011. This is
admittedly not the subject matter of dispute. What we are concerned
with are the meetings dated 15.12.2010 and 17.12.2010.
50. At this stage, we wish to highlight the contradictory stances taken
by the respondents before the Nclt, the Nclat and before us.
Before the Nclt, the stance taken by the Company is that notice for
the EOGM was taken by the guard, and not for the meetings held
on 15.02.2010 and 17.12.2010. The Appellant rightly contested
the same in her rejoinder before the Nclt. Before the Nclat in the
appeal petition, the respondents do not even mention that a notice
was sent and the same was accepted by the guard. The only plea
they took is that since the Appellant resigned on 17.12.2010, no
further notice was required to be sent to her. Before us, in the reply
filed to the civil appeal, the Company has taken the stand that the
notice for the meeting dated 15.12.2010 was duly received by the
guard. This inconsistent stand, we are sure, is only an untoward
error, lest our observations be construed as casting imputations.
That being said, no documentary proof has been attached to show
that the guard accepted any notice for the meetings scheduled on
15.02.2010 or 17.02.2010. Therefore, the requirement of notice was
not complied with.
51. Secondly, on the issue of quorum, clause 53 of the AoA mandates
that every Board Meeting of the Company must have a quorum of at
least two validly appointed Directors. It is an admitted fact that on
15.12.2010, the Appellant was a Director holding 98% shareholding
in the Company and the only other Director was the third respondent.
Hence, in the absence of the Appellant, the meeting did not have
the requisite quorum.

31 (1973) 2 SCC 543
[2025] 9 S.C.R. 409

Mrs. Shailja Krishna v. Satori Global Limited & Ors.

52. Additionally, since the alleged induction of the fifth respondent
as an Additional Director in the meeting of 15.12.2010 was itself
illegal, the fifth respondent could not be deemed to be a validly
appointed Director, and his presence in the subsequent meeting
dated 17.12.2010 could not have cured the defect of quorum. Thus,
both meetings were vitiated for want of proper quorum.
53. In light of the above, we find that the Board Meetings held on
15.12.2010 and 17.12.2010 were invalid on both counts and the
resolutions purportedly passed therein, including the acceptance of
the Appellant’s alleged resignation, do not warrant validation by us.

Conclusion
54. Collectively taken, all these actions of the Company in serial fashion
demonstrate clear oppression and mismanagement in its affairs.
Probity is lacking which is prejudicial to the appellant.
55. Thus, interference by the Nclat with the judgment and order of the
Nclt, in our opinion, was quite unnecessary. Hence, we set aside the
common appellate judgment and order of the Nclat on the appeals
of the respondents and restore that of the Nclt.
56. These civil appeals are, accordingly, allowed. Parties shall, however,
bear their own costs.

Result of the case: Appeals allowed.

†
Headnotes prepared by: Divya Pandey