Authority: National Company Law Tribunal, Kochi Bench (Shri. Vinay Goel, Member (Judicial) & Shri Ravichandran Ramasamy, Member (Technical))

Order Date: 14 July 2026

Case Overview

This order pertains to an Interlocutory Application (IA (C/Act)/1/KOB/2026) filed in the main Company Petition CP(C/Act)/31/KOB/2024. The applicants, Biju Scaria and Tessy Scaria, are minority shareholders of M/s Media Solutions (I) Private Limited (Respondent No. 1). They filed this application under Rule 11 read with Rules 17(1)(b) and 32 of the NCLT Rules, 2016, seeking leave to amend their original petition to incorporate subsequent events alleged to have occurred during the pendency of the proceedings.

The applicants contended that a continuing course of oppressive and prejudicial conduct warranted the amendment. Their allegations included: the exclusion of the applicants from the management and affairs of the company; the reallocation of managerial responsibilities; restriction of their access to the company's ZOHO applications, financial records, and email systems; the redesignation of Applicant No. 1 (Biju Scaria) from Whole-Time Director to Non-Executive Director; and the removal of Applicant No. 2 (Tessy Scaria) from the Board of Directors. They further alleged that Respondent No. 2 (Binoy Govindan), despite his resignation, continued to be involved in the company's affairs and subsequently joined a competing entity, Neovex Tech Solutions Private Limited. The applicants accused Respondents 2 to 5 of acting in concert to divert business opportunities and confidential company information to this competitor. Other alleged acts included the migration of the company's email domain, disabling access to digital platforms, shifting statutory records, and conducting a Board Meeting on 02.05.2025 in a manner intended to exclude the applicants.

The respondents opposed the application, denying all allegations of oppression and mismanagement. They argued the application was an abuse of process, filed after the completion of pleadings, and based on suppression of facts and inadmissible electronic records. They maintained that all corporate actions, including the email migration and redesignation/removal of directors, were bona fide administrative decisions taken in compliance with the Companies Act, 2013 and the company's Articles of Association. They specifically denied allegations of business diversion and challenged the admissibility of the applicants' evidence under Section 65B of the Indian Evidence Act, 1872.

Final Outcome

The NCLT Kochi Bench dismissed the interlocutory application. The tribunal's analysis focused on the procedural rule governing amendments, Rule 155 of the NCLT Rules, 2016. This rule empowers the tribunal to allow amendments to rectify defects or errors but only within a period of thirty days from the date of completion of pleadings. The tribunal noted that the rejoinder in the main petition was filed on 02.06.2025, making the present application filed on 05.12.2025 significantly out of time.

While acknowledging that the thirty-day window may not be an absolute barrier, the tribunal held that the proposed amendments sought to introduce a substantively new cause of action based on subsequent events, rather than merely elaborating on existing pleadings. Allowing such an amendment would prejudice the respondents, who had already been granted liberty to argue maintainability based on the existing pleadings. The tribunal clarified that its observations were confined to the amendment application and did not reflect any opinion on the merits of the main petition, which remains pending for adjudication. The applicants were noted to be at liberty to initiate fresh proceedings under the Companies Act, 2013 if the subsequent events gave rise to an independent cause of action.

Topics: Corporate Litigation, Procedural Law, Shareholder Dispute