Authority: National Company Law Tribunal (NCLT), Division Bench, Court–I, Ahmedabad

Order Date: 09/10/2026

Case Overview

The National Company Law Tribunal (NCLT), Ahmedabad, heard a Restored Company Petition (RCP No.03 of 2025) along with an Interlocutory Application (IA No. 3 of 2020) filed by D-Vois SSV Broadband Private Limited (DSSV) against Airlink Communications Private Limited (ACPL), its directors, and the Registrar of Companies (ROC), Ahmedabad. The petition was filed under Sections 241, 242, and 244 read with Section 59 of the Companies Act, 2013.

The dispute originated from an Advance Agreement dated 05.03.2019, under which DSSV advanced Rs. 4,00,00,000 (Four Crore) to ACPL to meet its cash-flow requirements. The amount was repayable by 25.03.2019. The advance was secured by a pledge of 18,57,400 equity shares of ACPL (representing 74% of its equity) held by Mr. Vipul Suryakant Shah, Sheth Brothers Wealth Creation LLP, and Sheth Brothers Wealth Management LLP. The agreement provided for interest at 2% per month in case of default and authorized DSSV to invoke the pledge and transfer the shares upon default.

ACPL defaulted on repayment. It made part-payments aggregating Rs. 1,28,00,000, leaving a principal outstanding of Rs. 2,72,00,000, besides interest. Three post-dated cheques issued by ACPL were dishonored with the reason "Funds Insufficient".

To protect its interest, DSSV appointed its nominees—Mr. Ankit Sanjay Gupta, Mr. Venkatramanan Subramaniam, and Mr. Vishwanatha Holla—as directors of ACPL on 30.04.2019 via a board resolution. Subsequently, the relationship between the parties soured. DSSV alleged that ACPL's promoters (Respondents 2 & 3) obstructed its access to company records and prevented a due diligence exercise by Stragility Consulting Pvt. Ltd.

On 28.08.2019, ACPL convened an Extraordinary General Meeting (EGM) and passed a resolution to remove the three nominee directors. Form DIR-12 was filed with the ROC on 04.09.2019 to effect this change, which was approved despite objections raised by the removed directors. DSSV contended this was an act of oppression and mismanagement, as it was not served notice for the EGM despite claiming to be a 74% shareholder by virtue of the invoked pledge.

DSSV's petition sought multiple reliefs, including: reinstatement of its nominee directors; a forensic audit of ACPL; inspection of books of accounts; recognition as a 74% shareholder and rectification of ACPL's share register; removal of ACPL's promoters from directorship; and an investigation by the ROC into the approval of DIR-12.

The respondents (ACPL and its directors) challenged the maintainability of the petition. Their primary contention was that DSSV was not a registered shareholder of ACPL and thus lacked the requisite locus standi under Section 244 of the Companies Act to file a petition for oppression and mismanagement. They argued the petition was essentially a disguised recovery suit for the outstanding advance. They also contested the characterization of the transaction, stating the Rs. 4 crore was part of a proposed joint venture arrangement for DSSV to acquire 51% of ACPL, not a simple loan.

The tribunal examined the Advance Agreement and found it to be a transaction for an advance of money secured by a pledge of shares, a promissory note, and post-dated cheques. It noted that the alleged transfer of the pledged shares to DSSV was contested and had not been completed by registration in ACPL's share register.

Final Outcome

The NCLT dismissed the main company petition (RCP No.03 of 2025) and the interim application (IA No. 3 of 2020). The core reasoning was that DSSV failed to establish it was a registered member of ACPL, which is a statutory prerequisite for maintaining a petition under Sections 241-242 of the Companies Act. The tribunal held that a disputed contractual right to shares via a pledge invocation could not confer the status of a 'member' for the purpose of these proceedings. Consequently, all reliefs sought, which were predicated on DSSV being a shareholder, were refused. The tribunal clarified that it expressed no opinion on the merits of the underlying contractual dispute concerning the advance and the pledge, leaving parties free to pursue other available remedies. No costs were awarded.

Topics: Share Pledge Dispute, Oppression & Mismanagement, Locus Standi