MRS. SHAILJA KRISHNA versus SATORI GLOBAL LIMITED & ORS.

Citation: [2025] 9 S.C.R. 383 · Decided: 02-09-2025 · Supreme Court of India · Bench: DIPANKAR DATTA · Disposal: Appeal(s) allowed

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Judgment (excerpt)

[2025] 9 S.C.R. 383 : 2025 INSC 1065
Mrs. Shailja Krishna 
v. 
Satori Global Limited & Ors.
(Civil Appeal No(s). 6377-6378 of 2023)
02 September 2025
[Dipankar Datta* and K. Vinod Chandran, JJ.]
Issue for Consideration
Whether the company petition decided in favour of the Appellant 
by the NCLT was maintainable u/ss.397 and 398, Companies Act, 
1956 Act; assuming that the company petition was maintainable, 
whether the NCLT had jurisdiction to decide whether the gift deed 
is valid or not; if the answer to the aforesaid question is in the 
affirmative, were the facts on record and the law such so as to 
support the finding of the NCLT that the gift deed is invalid; whether 
the Appellant was able to prove that she has been a victim of 
mismanagement and oppression by the Directors of the Company.
Headnotes†
Companies Act, 1956 Act – ss.397-399 – NCLT decided the 
company petition in favour of the Appellant – Order set aside 
by NCLAT – Whether the company petition u/ss.397 and 398 
was maintainable in view of the bar created by s.399:
Held: The company petition was maintainable – Findings returned 
by the NCLT and more particularly having noticed the allegations of 
fraud and coercion as well as fabrication of documents, which were 
proved to its satisfaction by the Appellant, the reasons assigned 
are concurred with. [Para 24]
Companies Act, 1956 Act – ss.397, 398, 286 – Company petition 
filed by Appellant was decided by NCLT in her favour whereby 
inter alia she was restored as an Executive Director of the 
first respondent-Company; Board resolutions dtd.15.12.2010 
and 17.12.2010 were set aside; the gift deed in question was 
held invalid and the subsequent share transfer in favour of 
the fourth respondent-her mother-in-law was declared null and 
void – Order set aside by NCLAT holding that NCLT erred in 
declaring the Gift Deed invalid when serious allegations of 
* Author
384
[2025] 9 S.C.R.
Supreme Court Reports
fraud, coercion, and forgery were raised – Whether the NCLT 
had jurisdiction to decide whether the gift deed is valid or 
not; if yes, whether the finding of the NCLT that the gift deed 
is invalid is supported by the facts on record and the law 
and; whether the Appellant was able to prove that she was 
a victim of mismanagement and oppression by the Directors 
of the Company:
Held: The NCLT/CLB possess a wide jurisdiction to decide all 
such matters that are incidental and/or integral to the complaint 
alleging oppression and mismanagement – Tribunal ought to bring 
an end to the complaints of oppression and mismanagement and 
must also provide a solution to the problems – In the instant case, 
admittedly, the determination of whether the gift deed is valid or not 
is central to the decision herein and, therefore, the NCLT did have 
full jurisdiction to decide whether the gift deed is valid or not, or 
whether it is against the provisions of the 1956 Act and/or internal 
regulations of the Company, including but not limited to the AoA 
and the MoA – If a member who holds the majority of shares in a 
company is reduced to the position of minority shareholder in the 
company by an act of the company or by its Board of Directors 
in a mala fide manner, the said act must ordinarily be considered 
to be an act of oppression against the said member – Appellant 
was the victim of oppression and mismanagement because the 
circumstances surrounding the gift deed and the subsequent 
transfer of shares are seriously questionable and are invalid and; 
the board meetings were conducted in a mala fide manner and 
against both the statutory requirements of the 1956 Act and the 
internal regulations of the Company – Gift deed and share transfer 
forms were invalid – Share transfer set aside – The Board Meetings 
held on 15.12.2010 and 17.12.2010 were also invalidly conducted 
and the resolutions purportedly passed therein, including the 
acceptance of the Appellant’s alleged resignation, do not warrant 
any validation by this Court – Interference by NCLAT with the 
judgment and order of the NCLT was unnecessary – Order of 
NCLAT set aside and that of the NCLT is restored – Companies 
Act, 2013. [Paras 29-31, 39, 42, 53, 55]
Companies Act, 1956 Act – s.286 – Board meetings 
dtd.15.12.2010 or 17.12.2010, if were invalid:
Held: Yes – Clauses 30 and 61 of the AoA r/w s.286 mandate that 
notice of every board meeting must be served on all Directors – 
[2025] 9 S.C.R. 
385
Mrs. Shailja Krishna v. Satori Global Limited

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