TaxTMI 
TaxTMI 
2026 (9) TMI 2012
X X X X Extracts X X X X
X X X X Extracts X X X X
...., Advocate. JUDGMENT Per Justice Sharad Kumar Sharma, Member (Judicial) 1. This Company Appeal arises out of proceedings under Sections 241, 242 & 244 of the Companies Act, 2013, which were initiated by the Respondents to the Company Appeal. The said proceedings were registered as Company Petition No. 162 of 2022, Venkatraman Narayan Bhagwat Versus Dr. Acharya Laboratories Pvt. Ltd. & Ors. before the NCLT, Mumbai Bench, and were adjudicated by the judgment dated 12.01.2026, which is under challenge in the instant Company Appeal. 2. The Appellant's case is that Respondent No. 1, who was a graduate in Science (Chemistry), owing to the fact that he had considerable control over the subject and was backed by knowledge in the field o....
X X X X Extracts X X X X
X X X X Extracts X X X X
....orated in 2005 by the partners of Acharya Chemicals. 4. Respondent No. 1 accepts that Acharya Chemicals and three private limited companies (being Appellant No. 1, Asvik Pharma and Chemicals Private Limited, and Shirdi Chemicals Private Limited), together with M/s Herbert Brown Pharmaceutical and Research Laboratory (in which Appellant Nos. 2, 3, and 5 were partners), carried forward the business under the name of the M/s Acharya Group. 5. According to Respondent No. 1, Acharya Chemicals it continued its business with Appellant No. 1 and carried on new businesses operations. As such, it was argued that Appellant No. 1 cannot be treated as a quasi-partnership, owing to the fact that the quasi-partnership concept could only be available....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... March 2022, based upon the aforesaid grounds, the Respondent has put a challenge to the AGM of 31.12.2020 wherein under Article 60, Appellant Nos. 2, 3, and 5 have been designated as permanent Directors; under Article 69, the board's meetings were left open to be summoned by Appellant Nos. 2, 3, and 5; under Article 64, it permitted the holding of board meetings with at least two days' notice; and lastly, by Article 72, only Appellant Nos. 2 and 5 can be the chairperson of meetings. 9. On the basis of the AGM of 31.12.2020, an amendment was made in the company's Articles of Association. The amendment that was made by the AGM of 31.12.2020, bringing changes in the Articles of Association as detailed above, they were not welcomed and henc....
X X X X Extracts X X X X
X X X X Extracts X X X X
....earn about the amendment carried out in the Company's MoA for the first time in March, 2022, and by alleging that he was not in receipt of any notices of such meeting, it was based upon the aforesaid facts and circumstances, that the Company Petition was preferred by the Respondent seeking a declaration that the business affairs of the Appellant No. 1 Company were carried out by Appellant Nos. 2 to 5 in a manner prejudicial to the interest of the Appellant No. 1 Company, alongside with other reliefs prayed for in the proceedings under Sections 241, 242, and 244 of the Companies Act. 13. The learned Tribunal, while deciding the Company Petition on its own merits by the judgment dated 12.01.2026, observed that as far as the amendment in th....
X X X X Extracts X X X X
X X X X Extracts X X X X
....a Family has taken place. Accordingly, it will just and equitable to wind up the affairs of the Respondent Company, however, it is also pertinent to note that such winding up shall be unfairly prejudicial to the Respondents, we consider it appropriate to direct the Respondent No. 1 Company to buy out the shares of the Petitioner on a fair value of the Respondent Company as on 31.3.2022 to be determined by a reputed valuer on pre-right issue shareholding and the value so determined shall be further adjusted by an interest factor of 8% p.a. till 31.12.2025 so as to account for the compensation to the Petitioner for the period, he was kept out of money. The Respondent No. 1 shall pay the amount so determined within 3 months from the dated of t....
X X X X Extracts X X X X
X X X X Extracts X X X X
....s of the parties supporting the contents of the terms of settlement as referred to in the application and made as a part of it, which has been submitted under the joint signatures of the parties to the Appeal. The said consent terms would be treated as part and parcel of the decision being rendered by us in the instant Company Appeal. 18. On the basis of the settlement, and in view of the terms contained in the settlement/consent terms, the Order dated 12.01.2026 passed by the NCLT, Bench - I, so far as it relates to holding the amendment of the Articles of Association, as well as the rights issue, as constituting acts of oppression to the Respondent, is set aside and is quashed by consent. Accordingly, the parties agree that they will a....