Authority: National Company Law Tribunal (NCLT), Division Bench, Court – 1, Ahmedabad
Order Date: 12 October 2026
Case Overview
This order pertains to Company Application No.34(AHM)2026, an interlocutory application filed in the main Company Petition No. CP/72(AHM)2025. The applicants, Mr. Harshvardhan Lunia, Mr. Raichand Lunia, and Mr. Anand Lunia, are minority shareholders of Lendingkart Technologies Pvt. Ltd. (Respondent No. 1). They had filed the main petition under Sections 241 and 242 of the Companies Act, 2013, alleging oppression and mismanagement by the majority shareholder, Fullerton Financial Pvt. Ltd. (Respondent No. 2), a company incorporated in Singapore and a wholly-owned subsidiary of Temasek Holdings.
A specific allegation in the petition concerned the issuance of Non-Convertible Debentures (NCDs) worth INR 100 crores (INR 50 crores initially, with approval for up to INR 100 crores) on what were described as "onerous commercial terms." The transaction was alleged to be a related-party transaction undertaken at the behest of Fullerton. In the original petition, the counterparty was incorrectly identified as "Innoven Capital India Private Limited" (which was impleaded as Respondent No. 11).
In their replies, Respondent No. 1 (Lendingkart Technologies) and Respondent No. 11 contended that the NCDs were actually issued to "Innoven Capital India Fund," a fund backed by Temasek, acting through its trustee, Vistra ITCL (India) Limited. Consequently, the applicants filed an application (IA No. 19 of 2026) to implead these two correct entities, while Respondent No. 11 filed for its deletion (IA No. 21 of 2026).
Vide a common order dated 10 July 2026, the tribunal dismissed the impleadment application (IA 19/2026) and allowed the deletion application (IA 21/2026). The tribunal held that the main petition lacked the requisite foundational pleadings and substantive reliefs against Innoven Fund to justify its impleadment.
The current application (CA 34/2026) was filed under Rule 11 of the NCLT Rules, 2016, seeking leave to amend the Synopsis, List of Dates and Events, and Memo of Parties in the main petition. The purpose was to correct the identity of the NCD counterparty from "Innoven Capital India Private Limited" to "Innoven Capital India Fund," add foundational pleadings about this entity, and incorporate corresponding substantive reliefs against it. The applicants argued this was a bona fide correction necessitated by the respondents' own affidavits and the tribunal's observations, which would not introduce a new cause of action.
Respondent No. 1 (Lendingkart Technologies) and Respondent No. 2 (Fullerton Financial) opposed the application vehemently. They argued it was a dilatory tactic, mala fide, and an attempt to sidestep the tribunal's order dated 10 July 2026. They contended that allowing the amendments would effectively nullify the previous order by introducing pleadings and reliefs against an entity whose impleadment was specifically refused. They further argued it would introduce a new cause of action, cause prejudice, and further delay the hearing of the main petition.
The tribunal, after considering written submissions and cited case law (including Rajesh Kumar Aggarwal v. K.K. Modi and Revajeetu Builders & Developers v. Narayanaswamy & Sons), found that the proposed amendments went beyond a simple correction of a misdescription. The bench concluded that the changes sought to establish a substantive claim against a new legal entity (Innoven Fund) and introduce new foundational pleadings and reliefs, thereby substantially altering the existing pleadings.
Final Outcome
The application (Company Application No. 34(AHM)/2026) was dismissed. The tribunal held that the applicants had not made sufficient grounds for permitting the proposed amendments in their presented form. The dismissal is without costs. The main Company Petition (CP/72(AHM)/2025) will now proceed for hearing in accordance with law, based on its original pleadings.
Topics: Shareholder Dispute, Corporate Governance, Debt Financing