Authority: National Company Law Tribunal, Bengaluru Bench
Order Date: 11.06.2026
Case Overview
This matter pertains to a petition filed by Mr. Badal Malick under Sections 241-242 of the Companies Act, 2013 against M/s. Onionlife Life Private Limited & Ors., alleging acts of oppression and mismanagement. The petitioner, a founder, contends his substantial shareholding has been diluted to about 6.9% through egregious acts by the respondents since July of the previous year. A key allegation is that the company is proceeding with a rights issue at a premium of Rs. 10,178 through an Extra Ordinary General Meeting scheduled for 12.06.2026, which he claims is a reserved matter requiring his prior consent under the Articles of Association. He had offered a peaceful buyout solution at the company's current valuation, which was rebuffed. The petitioner sought interim orders, primarily under prayer clauses (a), (e), and (f), to secure his rights and restrain the rights issue.
The respondent's counsel referred to an order dated 22.09.2025 from the Hon'ble High Court of Karnataka in AP.IM No. 9/2025, where the petitioner had sought almost identical reliefs in proceedings under Section 9 of the Arbitration and Conciliation Act. The majority of those reliefs were substantially declined, and that order has become final. It was also noted that the petitioner had not initiated the contemplated arbitration proceedings within the stipulated three months or till date.
The tribunal considered the matter in requisite detail for the pressing interim reliefs. Without expressing detailed reasons to preserve the sanctity of the petition on its merits, it observed that identical contentions had already been considered in sufficient detail in the 64-page order of the Hon'ble High Court, which remained unchallenged. The tribunal found no reason to deviate from that order regarding the interim reliefs, as there had been no substantial change in the factual matrix or the relationship between the parties. This view also considered that the petitioner's waiver application, seeking exemption from meeting the prescribed threshold under Section 244 of the Act, is still pending consideration. It was also noted that it is not the petitioner's case that he would not be offered shares proportionate to his current shareholding in the proposed rights issue.
Final Outcome
The application for interim relief was denied. The tribunal ordered that notice of the main petition be sent to Respondents No. 2 to 5, returnable on 23.07.2026. The respondents are directed to file their objections to the main petition and the waiver application within three weeks of being served, with a copy to the petitioner's counsel. The petitioner may then file a rejoinder within two weeks, with direct supply of copies to the other side.
Topics: Shareholder Oppression, Corporate Governance, NCLT Proceedings