The National Company Law Tribunal, Chandigarh Bench, in CP No. 8/Chd/Hry/2022 (Tarsem K. Ruby v. OJAS Medical Services Pvt Ltd and 13 others), decided on 20.01.2026, dismissed the petition under Sections 241, 242, and 244 of the Companies Act, 2013. The Petitioner, a minority shareholder, had alleged oppression and mismanagement in the affairs of a healthcare company based in Panchkula. The Tribunal found that none of the allegations were substantiated.
Background
The Petitioner, Tarsem K. Ruby, held 13.33% of the equity shares in OJAS Medical Services Pvt Ltd, a company operating in the healthcare sector in Panchkula. The petition raised several allegations: that 54% of the company’s shares had been secretly transferred to the Alchemist Group (Respondents No. 7 to 11) in violation of the Articles of Association; that the company had availed a loan of Rs.46.25 crores from HDFC Bank without proper Board authorisation; that a show cause notice issued by the Haryana Shehri Vikas Pradhikaran (HSVP) indicated a violation of the terms of the land allotment; and that Board meeting minutes had been suppressed. The Respondents contested the petition on all grounds, including that the Petitioner held only 9.04% (below the 10% threshold under Section 244 of the Act), that the petition was barred by delay and laches, and that it amounted to an abuse of process.
Maintainability
The Respondents raised a preliminary objection that the petition was not maintainable under Section 244 as the Petitioner’s shareholding fell below the prescribed threshold. The Tribunal, vide its order dated 22.05.2023, heard arguments on maintainability and permitted the Petitioner to amend the petition to incorporate the requisite averments regarding the eligibility criteria under Section 244. After the amendment was carried out and replies were filed, the Tribunal held the petition to be maintainable.
The Tribunal’s Analysis
The Tribunal framed four issues and decided each against the Petitioner.
On the allegation of a secret arrangement to transfer 54% of the shareholding (Issue No. i), the Tribunal found that the Respondents had offered shares to the Petitioner at Rs.23.80 per share on 25.06.2020, in compliance with the principles of pre-emption. The Petitioner’s response dated 29.06.2020, which proposed the issuance of Optionally Convertible Debentures (OCDs) as consideration, constituted a counter-offer, not an acceptance. In law, a counter-offer operates as a rejection of the original offer. No concluded contract arose. Once the Petitioner failed to exercise the right of pre-emption through a valid acceptance, the Respondents were legally entitled to sell the shares to third parties.
On the HSVP show cause notice (Issue No. ii), the Tribunal held that the issuance of a show cause notice dated 07.10.2020 does not, by itself, establish any illegality or violation. The land was allotted to the company in 2015, and HSVP subsequently revised its policies vide guidelines dated 26.11.2020 and Memo dated 24.09.2021, permitting transfer and mortgage of constructed hospital buildings. HSVP granted permission to mortgage the property on 04.02.2022, regularising the position. No evidence of fraud or misrepresentation was placed on record, and the Petitioner himself benefited from the release of his personal securities.
On the HDFC Bank loan facility of Rs.46.25 crores (Issue No. iii), the Tribunal found that the transaction was fundamentally a debt-restructuring exercise that served the company’s interest by reducing the interest burden from 12.50% to 12.80% down to 7.75%. While the Petitioner alleged procedural lapses regarding the absence of a specific Board Resolution on the date of execution, the Tribunal held that any such irregularity stood cured by the Doctrine of Ratification; the Board specifically confirmed the loan in its 42nd meeting on 27.04.2021, where the Petitioner was present and failed to record any contemporaneous dissent. The Petitioner was also effectively estopped from challenging the loan as he was a direct beneficiary, the transaction having resulted in the release of his personal guarantees and collateral from previous lenders.
On the overall question of oppression and mismanagement (Issue No. iv), the Tribunal found that the Petitioner failed to establish the essential ingredients required to invoke the jurisdiction of the Tribunal. No specific acts of oppression or mismanagement were pleaded or proved, and no material showed lack of probity or prejudice to the Petitioner’s rights as a shareholder. The company’s records reflected sound financial performance and regularisation of statutory and banking compliances.
The Order
The petition (CP No. 8/Chd/Hry/2022) was dismissed and disposed of. All pending applications were rendered infructuous and disposed of. Interim orders in CA No. 121 of 2022 were vacated.
Mrs. Munisha Gandhi, Senior Advocate, assisted by Ms. Manveen Narang, Advocate, appeared for Respondent No’s 7 to 11.