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The Case of the Contested Shares: Oppression and Mismanagement

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Gift of Shares is invalid if it is not in conformity with the AoA, especially if Clause 16 prohibits such transfers to specific individuals. The first respondent, “Satori Global Limited,” initially known as Sargam Exim Private Limited, was incorporated on 13.04.2006. It later converted to a public limited company, Satori Global Limited, on 20.06.2011.

Initial Shareholding The company’s authorised share capital was Rs. 2 crores (2,00,00,000 equity shares of Rs. 10 each), with a paid-up capital of Rs. 3 lacs (30,000 equity shares). The Appellant’s husband, Mr. Ved Krishna, was an original promoter. He initially subscribed to 5,000 shares, and the second respondent subscribed to 25,000 shares. Subsequently, the second respondent transferred 24,500 shares to the Appellant, bringing her shareholding to 29,500 shares. The remaining 500 shares were transferred to the third respondent, Mr. Nirupam Mishra.

Appellant’s Dominant Stake The Appellant, Mrs. Shailja Krishna, acquired an additional 10,000 shares from the second respondent, increasing her total shareholding to 39,500 shares, representing more than 98% of the company’s shareholding.

Resignation and Alleged Gift The second respondent resigned from directorship on 01.02.2007 but was later inducted as a Director. The Appellant resigned on 17.12.2010. On the same day, a gift deed was executed in Faizabad, purportedly transferring the Appellant’s entire shareholding to the fourth respondent, Mrs. Manjula Jhunjhunwala (Appellant’s mother-in-law). A Share Transfer Form, dated 01.10.2010, was also used for this transfer, with its validity extending up to 12.11.2011.

Legal Battles Emerge The Appellant lodged multiple police complaints, alleging coercion into signing blank documents and concerns regarding the share transfers. She also filed a petition under the Protection of Women from Domestic Violence Act, 2006, and an FIR for criminal breach of trust.

NCLT’s Initial Ruling The Appellant filed a company petition (107/ND/2013) before the Company Law Board (CLB), later transferred to the National Company Law Tribunal (NCLT). The NCLT, Allahabad Bench, by its judgment dated 04.09.2018, allowed the petition. It restored the Appellant as an Executive Director and lawful owner of 39,500 equity shares, declaring the share transfer dated 18.11.2011 null and void due to overwriting, manipulation, and execution after its validity had expired. The NCLT also found the RoC lacked power to extend validity.

NCLAT’s Reversal The Company and two respondents appealed to the National Company Appellate Tribunal (NCLAT). The NCLAT, Principal Bench at New Delhi, set aside the NCLT’s judgment on 02.06.2023, stating that the NCLT lacked jurisdiction to decide issues of fraud, manipulation, and coercion.

Laws Involved

The core of the legal debate revolved around the application and interpretation of various statutes and company regulations:

Companies Act, 1956:

Sections 397 & 398: Empower the Tribunal to address acts of oppression and mismanagement.

Section 108 (1D): Pertains to the validity of share transfer forms.

Section 111A: Deals with the rectification of the register of members.

Sections 286, 193: Relate to the conduct and validity of board meetings, including notice requirements.

Companies Act, 2013:

Section 242: Empowers the NCLT to look into acts of oppression and mismanagement, including cases involving fraudulent share transfers.

Section 155: Grants power to rectify the register of members.

Articles of Association (AoA):

Clause 16: Governs the transfer of shares, particularly by way of gift, and was central to the validity of the gift deed to the mother-in-law.

Clause 53: Stipulates the quorum required for board meetings.

Clauses 30 & 61: Mandate the giving of notice for company meetings.

General Legal Principles: Concepts of fiduciary duty, fraud, coercion, and the maintainability of company petitions were extensively discussed.

Reasoning

The Supreme Court examined the findings of the NCLAT and the arguments from both sides to determine the maintainability of the petition, the NCLT’s jurisdiction, and the existence of oppression and mismanagement.

Jurisdiction of NCLT: The Appellant contended that NCLAT erred in concluding NCLT lacked jurisdiction to decide issues of fraud and manipulation, arguing that Section 242 of the Companies Act, 2013, allows the NCLT to address these matters within the context of oppression and mismanagement, even if they involve fraudulent share transfers. The court noted that jurisdiction under Sections 397/398 of the 1956 Act is broad enough to remedy oppression and mismanagement, which may involve allegations of fraud.

Validity of the Gift Deed and Share Transfers:

The Appellant asserted the gift deed dated 17.12.2010 was invalid, primarily because it violated Clause 16 of the AoA, which restricted the transfer of shares by gift, and was procured through fraud and coercion.

The share transfer forms were also challenged as fraudulent, expired, and invalid, with allegations of overwriting and mismatch of dates.

The Court noted that a gift deed is invalid if it is not in conformity with the AoA, especially if Clause 16 prohibits such transfers to specific individuals (like a mother-in-law).

Validity of Board Meetings: The Appellant challenged the board meetings held on 15.12.2010 and 17.12.2010, arguing they were invalid due to:

Lack of proper notice to the Appellant and third respondent.

Absence of a proper quorum, as stipulated by Clause 53 of the AoA, rendering resolutions passed at these meetings invalid.

Violations of the AoA and the 1956 Act. These meetings were crucial as they reportedly accepted the Appellant’s resignation and approved other company actions.

Definition of Oppression and Mismanagement: The Court considered the broad legal concept of oppression, noting it refers to conduct that is “burdensome, harsh or wrongful,” not necessarily illegal, and often involves a departure from fair dealing or an abuse of power. The conduct must be prejudicial to the public interest or members.

Holding

The Supreme Court delivered a decisive judgment:

Oppression Confirmed The Court found that the actions of the Company collectively demonstrate clear oppression and mismanagement, and that “probity is lacking, which is prejudicial to the appellant” .

NCLAT’s Decision Overturned The Court concluded that the NCLAT’s interference with the NCLT’s judgment and order was “quite unnecessary” .

Appeals Allowed Consequently, the common appellate judgment and order of the NCLAT were set aside, and the civil appeals were allowed .

Mrs. Shailja Krishna Vs Satori Gobal Limited & Ors.

Supreme Court: 2025 INSC 1065: (DoJ 02-09-2025)

2025 INSC 1065 Download Supreme Court File

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Delayed Death: When ‘Attempted Murder’ Becomes More

September 13, 2025 No Comments

Maniklall Sahu, the appellant, along with three co-accused, trespassed into the house of Rekhchand Verma, assaulted him with sticks and fisticuffs, and flung him from a terrace. The injured person, Rekhchand Verma, initially survived but was in a critical condition. He eventually succumbed to his injuries approximately nine months after the incident, dying on 8th November 2022 due to septicaemia and pneumonia, leading to cardiorespiratory arrest. The trial court had initially convicted the appellant under Section 302 of the Indian Penal Code (IPC) for murder. However, the High Court altered this conviction to Section 307 IPC for attempt to murder, sentencing the appellant to 7 years of rigorous imprisonment and a fine of Rs. 1,000/-. The appellant subsequently filed this appeal challenging the Section 307 IPC conviction.

Law Involved The primary legal provisions under consideration are Sections 299, 300, 302, and 307 of the Indian Penal Code (IPC).

Section 307 IPC (Attempt to Murder): This section deals with acts done with the intention or knowledge that it might cause death, and if death occurs, the act would be murder.

Section 299 IPC (Culpable Homicide): Defines culpable homicide.

Section 300 IPC (Murder): Specifies when culpable homicide amounts to murder, including acts done with the intention of causing death, or causing bodily injury sufficient in the ordinary course of nature to cause death, or knowing the act is so imminently dangerous that it will most probably cause death.

Section 302 IPC (Punishment for Murder): Prescribes the punishment for murder. The core legal question revolves around the “Application of Theory of Causation where death ensues after some delay” and whether the High Court correctly applied Section 307 IPC despite the victim’s eventual death.

Reasoning The Supreme Court critically analysed the High Court’s decision to alter the conviction from Section 302 IPC to Section 307 IPC, especially given the victim’s death.

  1. Medical Evidence and Causation: The Court reviewed extensive medical evidence, which consistently showed that the deceased, Rekhchand Verma, suffered severe injuries, including a head injury, spinal cord injury leading to paraplegia, and multiple complications such as infected bedsores, septic shock, and bilateral pneumonia. Medical experts testified that these complications were a direct result of the initial injuries sustained during the assault and were sufficient in the ordinary course of nature to cause death. The Court highlighted that the injured person received medical treatment for nine months before his demise. The Court concluded that the injuries suffered were grievous and that the death was a consequence of these injuries, with complications like septicaemia and pneumonia not breaking the chain of causation.
  2. High Court’s Error: The Supreme Court determined that the High Court committed a serious error in bringing the case under the ambit of “attempt to commit murder” (Section 307 IPC) on the premise that the victim survived for about nine months, and his death was due to complications during treatment and not directly from the initial injuries. The Supreme Court stressed that if the injury was fatal and intended to cause death, or if death occurred after some delay due to septicaemia or other complications stemming from the injury, the offence would fall under the first limb of Section 300 IPC (murder) [36a]. Furthermore, if the injuries were sufficient in the ordinary course of nature to cause death and death occurred due to septicaemia or other complications, the act would amount to culpable homicide punishable under Section 302 IPC, falling under the third limb of Section 300 IPC [36b, 37c, 37d].
  3. Jurisprudence on Delayed Death: Drawing on various precedents, the Court reiterated that delayed death or intervening medical conditions (like septicaemia or pneumonia) do not automatically absolve an accused of murder charges if the initial injuries were the proximate cause of death. The Court concluded that the cause of death was indeed due to the injuries suffered, and the contention that the death resulted from a lack of proper treatment or was disconnected from the initial assault was unfounded.

Holding The Supreme Court dismissed Maniklall Sahu’s appeal . While the appellant’s conviction under Section 307 IPC (attempt to murder) as altered by the High Court stands affirmed due to the dismissal of his appeal, the Supreme Court clearly stated that the High Court committed a serious error in altering the conviction from Section 302 IPC to Section 307 IPC . The Supreme Court’s detailed reasoning underscored that given the medical evidence and the established chain of causation, the offence should have been considered murder or culpable homicide amounting to murder, punishable under Section 302 IPC, because the injuries were sufficient in the ordinary course of nature to cause death.

Maniklall Sahu Vs State of Chhattisgarh

Supreme Court: 2025 INSC 1107: (DoJ 12-09-2025)

2025 INSC 1107 Download Supreme Court File

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Tender Troubles: Supreme Court Upholds Bid Sanctity, Overturns Rectification

September 13, 2025 No Comments

The case originated from an electronic bid (No. 7 of 2023-24) issued by the Superintending Engineer and Project Director, Project Implementation Unit – I, Public Works (Roads) Directorate, Government of West Bengal, on 17.10.2023. The tender was for collecting Road User Fee (RUF) from commercial vehicles for 1095 days. The earnest money deposit was fixed at Rs. 25,00,000.00. Seven bidders participated. The technical bids were evaluated, and four bidders were technically qualified, including Prakash Asphaltings and Toll Highways (India) Limited (appellant) and Mandeepa Enterprises (respondent No. 1).

Financial bids were opened on 08.12.2023. The appellant, Prakash Asphaltings, was found to be the highest bidder (H1) with a quoted amount of Rs. 91,19,00,000.00 for 1095 days. Respondent No. 1, Mandeepa Enterprises, was the lowest bidder (H4) with an offered amount of Rs. 9,72,999.00 per day.

Respondent No. 1 subsequently claimed a typographical error in their financial bid, stating they intended to quote Rs. 106,54,33,905.00 for the entire contract period instead of Rs. 9,72,999.00 per day. They requested the tendering authority to treat the figure of Rs. 9,72,999.00 as a typographical error and read it as Rs. 106,54,33,905.00. The tendering authority rejected this request on 20.12.2023, stating that correction of a financial bid after opening was not possible and would impeach the sanctity of the tender process.

Aggrieved, Respondent No. 1 filed a writ petition (WPA No. 29001 of 2023) before a Single Judge of the High Court, which was dismissed on 03.01.2024, as the Single Judge found no scope for interference. Respondent No. 1 then filed an intra-court appeal (MAT No. 93 of 2024). A Division Bench of the High Court allowed the appeal on 23.02.2024, observing that the error in quoting the figure by respondent No. 1 was inadvertent. The Division Bench directed the tendering authority to evaluate Respondent No. 1’s BOQ at Rs. 106,54,33,905.00 and offer other bidders the opportunity to match this figure. This civil appeal was directed against the Division Bench’s judgment and order.

Law Involved

Clause 4(g) of the Notice Inviting Electronic Bid: This clause specifically states that any change in the template of the Bill of Quantity (BOQ) will not be accepted under any circumstances.

Clause 5B(v) of the Instructions to Bidders: This clause outlines that during bid evaluation, if bidders fail to submit supporting documents or original hard copies within the stipulated timeframe, their proposals will be liable for rejection.

Article 226 of the Constitution of India: Pertains to the High Court’s jurisdiction to issue writs.

Principles of Equity and Natural Justice in Tender Processes: The judgment refers to the importance of these principles in tender and contract awards, but also emphasises that these principles should be kept at a distance when there is a violation of rules.

Judicial Review of Administrative Action: The Court reiterated that judicial review in administrative action, particularly tenders, is limited to preventing arbitrariness, irrationality, bias, and mala fides. Courts should not interfere with a decision unless it is “unlawful” or “unsound”.

Public Interest: Tenders are a cornerstone of governmental procurement processes, aiming for competitiveness, fairness, and transparency in resource allocation. Adherence to rules and conditions and the sanctity of the tender process are paramount.

Reasoning The Supreme Court reasoned that the Division Bench’s interpretation was erroneous for several key reasons:

Sanctity of Tender Process: The Court held that allowing rectification of financial bids after they have been opened would impeach the sanctity and integrity of the entire tender process.

Strict Adherence to Tender Conditions: Clause 4(g) explicitly prohibits any change in the BOQ template under any circumstances. The Division Bench’s broad interpretation of “bona fide mistake” to allow rectification was held to be incorrect and would put “shackles on the functioning of the tendering authority”.

Nature of the Mistake: While Respondent No. 1 claimed an inadvertent mistake, it was effectively a unilateral or systematic computer typographical transmission failure, not one attributable to the tendering authority. Such a mistake, even if unintentional, cannot be a ground to allow post-bid modifications that would undermine the competitive bidding process.

Adverse Consequences to Public Exchequer: The Division Bench’s decision to re-evaluate Respondent No. 1’s bid at a significantly higher amount (Rs. 106,54,33,905.00) meant that the appellant, who was originally the H1 bidder, would be displaced. This would lead to a considerable loss of revenue to the state exchequer (approximately 15 crores) by not accepting the higher bid of the appellant and giving an opportunity to Respondent No. 1 to correct its bid post-opening.

Limited Scope of Judicial Review: The Court reiterated that interference by a writ court in ongoing tender processes is not permissible unless there is a clear violation of principles of natural justice, or the decision is arbitrary or mala fide. The Division Bench’s decision was deemed a clear violation of natural justice principles.

Non-Joinder of Party: The appellant (Prakash Asphaltings), as the highest bidder and a directly affected party, was not made a party respondent in the intra-court appeal before the Division Bench, which was viewed as prejudicial and a violation of natural justice.

Holding The Supreme Court allowed the civil appeal, thereby setting aside and quashing the judgment and order dated 23.02.2024 passed by the Division Bench of the High Court at Calcutta in MAT No. 93 of 2024. The Court sustained the order of the learned Single Judge dismissing the writ petition. Consequently, Prakash Asphaltings and Toll Highways (India) Limited (the appellant), being the H1 bidder, is to be awarded the contract in terms of the notice inviting electronic bid dated 17.10.2023. The Court also ruled that there shall be no order as to costs.

Prakash Asphaltings And Toll Highways (India) Limited Vs Mandeep Enterprises And Others

Supreme Court: 2025 INSC 1108: (DoJ 12-09-2025)

2025 INSC 1108 Download Supreme Court File

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“Speculative Investors” Barred from IBC Relief: Supreme Court Upholds Homebuyer Protections

September 13, 2025 No Comments

Four appeals were heard together, arising from orders of the National Company Law Appellate Tribunal (NCLAT). The key appellants, Mansi Brar Fernandes and Sunita Agarwal, had entered into agreements with developers (Gayatri Infra Planner Pvt. Ltd. and Antriksh Infratech Pvt. Ltd., respectively) for property units. Both agreements included buy-back clauses and involved advance payments. The developers defaulted, and the appellants initiated proceedings under Section 7 of the Insolvency and Bankruptcy Code (IBC). The NCLAT reversed the admission of these applications, branding the appellants as “speculative investors” rather than genuine homebuyers or financial creditors.

Law Involved: The central legal framework is the Insolvency and Bankruptcy Code, 2016 (IBC), specifically Section 7, which governs the initiation of the Corporate Insolvency Resolution Process (CIRP) by financial creditors. The Insolvency and Bankruptcy Code (Amendment) Ordinance, 2019, and the subsequent Amendment Act, are also critical. These amendments introduced a threshold requirement for allottees to file a Section 7 application (requiring at least 10% of allottees or 100 allottees). The Court frequently referenced its earlier judgment in Pioneer Urban Land and Infrastructure Ltd v. Union of India, which distinguishes between genuine homebuyers and speculative investors. The judgment also emphasizes the Right to Shelter as a fundamental right under Article 21 of the Constitution and the role of the Real Estate (Regulation and Development) Act, 2016 (RERA).

Reasoning: The Supreme Court deliberated on the distinction between “speculative investors” and “genuine homebuyers” within the context of the IBC. It observed that the IBC is intended as a collective mechanism to revive viable projects and safeguard the fundamental right to shelter of genuine homebuyers, not as a recovery tool or a bargaining chip for individuals. The legislative intent behind recognizing allottees as financial creditors was to protect genuine homebuyers, while simultaneously preventing misuse by speculative investors seeking premature exits or exorbitant returns, which had burdened the real estate sector and the adjudicatory machinery.

The Court provided criteria to identify speculative investors, including: agreements that substitute possession with buy-back or refund options, insistence on refunds with high interest, purchase of multiple units (especially in double digits), demanding special rights or privileges, deviations from the RERA Model Agreement, and unrealistic interest rates or promises of returns. The transaction entered into by Mansi Brar Fernandes, involving a buy-back clause and the pursuit of commercial returns rather than possession, led the Court to conclude that she was indeed a speculative investor. Similarly, Sunita Agarwal’s agreement for an “investment” with a 25% per annum return over 24 months, coupled with a buy-back clause, indicated a speculative intent.

While affirming the NCLAT’s finding that the appellants were “speculative investors,” the Supreme Court clarified that the Insolvency and Bankruptcy Code (Amendment) Ordinance, 2019, was indeed applicable to the facts of the present case, correcting the NCLAT’s reasoning on this point [19, 20, 35, 36, 48(ii)]. The Court applied the doctrine of Actus Curiae Neminem Gravabit (an act of the Court shall prejudice no one) to address the procedural issues related to the Ordinance’s applicability and the delay it caused.

Holding: The Supreme Court affirmed the NCLAT’s findings that Mansi Brar Fernandes and Sunita Agarwal were “speculative investors” and therefore not entitled to initiate proceedings under Section 7 of the IBC [25, 34, 48(i)]. Consequently, the Court upheld the NCLAT’s orders setting aside the admission of their Section 7 applications by the NCLT [48(i)]. However, the Court clarified that the Ordinance/Amendment Act was applicable to the case, although this correction in reasoning did not alter the ultimate outcome given the appellants’ status as speculative investors [48(ii)]. The appellants remain free to pursue their remedies through other appropriate legal forums, without being barred by limitation [48(i)].

Mansi Brar Fernandes Vs Subha Sharma And Anr.

Supreme Court: 2025 INSC 1110: (DoJ 12-09-2025)

2025 INSC 1110 Download Supreme Court File

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