Authority: National Company Law Tribunal, Indore Bench (Court No. 1)
Order Date: 18 June 2026
Case Overview
The contempt petition (Cont.P./1(MP)2025) was filed by Ayush Gupta and Aditya Gupta, directors and shareholders of Vino Infratech Private Limited, against the company and its directors (Abhay Gupta, Aruna Bai Gupta, and Aditya Soni). The petitioners alleged willful disobedience of the NCLT's order dated 11 December 2024 passed in CA No. 7(MP)2024, which had declared a Board Meeting dated 22 June 2024 as non-compliant with the Companies Act, 2013, and nullified a sale deed dated 09 July 2024 executed in favor of Gulposh Resorts Private Limited for the company's sole asset. The order specifically prohibited any sale of the property or creation of third-party interests until disposal of the main company petition (CP/4(MP)2024).
The petitioners contended that the respondents violated this order by convening a Board Meeting on 02 January 2025 with agenda items including ratification of the nullified sale transaction and proposals concerning the property. They argued this constituted civil contempt under Section 2(b) of the Contempt of Courts Act, 1971.
The respondents defended that the Board Meeting was convened bona fide to comply with the tribunal's observations about deficiencies in the previous meeting's agenda. They stated there was no intention to violate the order, noting that the Extraordinary General Meeting was subsequently deferred and no actual sale or creation of third-party interests occurred post the 11 December 2024 order.
Final Outcome
The NCLT dismissed the contempt petition, finding no willful disobedience of its 11 December 2024 order. The tribunal observed that the respondents had not actually sold the property or created any third-party interests, thus complying with the operative prohibition. The Board Meeting on 02 January 2025 was deemed a bona fide attempt to address procedural deficiencies noted in the earlier order rather than contumacious conduct. The main company petition (CP/4(MP)2024) remains pending and is listed for hearing on 14 July 2026.
Topics: Contempt Proceedings, Corporate Governance, Property Sale Dispute