Authority: National Company Law Tribunal Division Bench (Court-I) Chennai
Order Date: 16 June 2026
Case Overview
The petition CP/1056/2019 was filed by S Padmanabhan & 1 Other against Montane Shipping Pvt Ltd & 6 Others under Sections 241/242 of the Companies Act, 2013. The petitioners sought multiple reliefs including: declaration that the 2nd Respondent ceased directorship effective 30 September 2019; surrender of statutory records; forensic audit for fund diversion; surcharge against the 2nd Respondent; injunction restraining the 5th Respondent from competing business; and name change direction for the 5th Respondent.
During proceedings, Petitioner No. 1 Mr. S Padmanabhan passed away on 15 May 2026, with Petitioner No. 2 (his granddaughter) continuing without adding legal heirs. The petitioners subsequently withdrew all reliefs except prayer (a) regarding the director's status.
The tribunal examined the company's Articles of Association and relevant provisions of the Companies Act, 2013. It noted that Respondent No. 2 had resigned in 2006 but was inducted as additional director via board resolution dated 28 December 2018, which required confirmation at the ensuing general meeting. The last date for convening the AGM was 30 September 2019, but no AGM/EGM was held by that date. The DIR-12 form submitted by the company and signed by the deceased husband of Respondent No. 2 showed her as director, but no confirmation or appointment documents from any AGM/EGM were filed.
Final Outcome
The tribunal allowed prayer (a), declaring that Respondent No. 2 ceased to be a director of Montane Shipping Pvt Ltd with effect from the end of the day on 30 September 2019. All other reliefs were disposed of as not pressed by the petitioners. The petition was fully disposed of.
Topics: Corporate Governance, Legal Proceedings