MRS. SHAILJA KRISHNA versus SATORI GLOBAL LIMITED & ORS.

MRS. SHAILJA KRISHNA versus SATORI GLOBAL LIMITED & ORS.

The Supreme Court held that the company petition under Sections 397 and 398 was maintainable; the NCLT had jurisdiction to decide the validity of the gift deed as the question was central to allegations of oppression and mismanagement; on the facts the gift deed and subsequent share transfer were invalid (contrary to the Articles and shown to be tainted by manipulation/forgery), the board meetings of 15.12.2010 and 17.12.2010 were invalid for want of notice and quorum, and the Appellant was a victim of oppression and mismanagement; accordingly the NCLAT's order was set aside and the NCLT order restored.

Parties
Appellant: Mrs. Shailja Krishna; Respondents: Satori Global Limited & Ors.
Jurisdiction
India
Judgment Date
02 September 2025
Procedural Posture
Civil Appeal / Appeal Against Judgment of the National Company Law Appellate Tribunal (nclat); Final Judgment by the Supreme Court
Outcome
Appeals allowed
Legal Topics
Sections 397 and 398, Companies Act, 1956, Section 399, Validity of Gift Deed and Share Transfer, Board Meeting Notice and Quorum Requirements, Jurisdiction of Nclt/clb, Rectification of Register of Members, Specific Relief Act, 1963 Remedies
Companies Act, 1956 Companies Act, 2013 Company Law Oppression and Mismanagement Corporate Litigation Sections 397 and 398, Companies Act, 1956 Section 399, Companies Act, 1956 Validity of Gift Deed and Share Transfer +4 more

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Legal principles 6 Authorities cited 18 Party arguments 2 Amounts and remedies 3
Sign in to unlock

Parties

Mrs. Shailja Krishna

Appellant

Satori Global Limited & Ors.

Respondents

Procedural Posture

Civil Appeal / Appeal Against Judgment of the National Company Law Appellate Tribunal (nclat); Final Judgment by the Supreme Court

Legal Issues

  1. 1 Whether the company petition under Sections 397 and 398 of the Companies Act, 1956 was maintainable in view of Section 399
  2. 2 Whether the NCLT had jurisdiction to decide the validity of the gift deed
  3. 3 Whether the facts and law support the NCLT finding that the gift deed is invalid

Ratio Decidendi

The Supreme Court held that the company petition under Sections 397 and 398 was maintainable; the NCLT had jurisdiction to decide the validity of the gift deed as the question was central to allegations of oppression and mismanagement; on the facts the gift deed and subsequent share transfer were invalid (contrary to the Articles and shown to be tainted by manipulation/forgery), the board meetings of 15.12.2010 and 17.12.2010 were invalid for want of notice and quorum, and the Appellant was a victim of oppression and mismanagement; accordingly the NCLAT's order was set aside and the NCLT order restored.

Court Disposition

Appeals allowed

Orders

  • Set aside the common judgment and order of the National Company Law Appellate Tribunal dated 02.06.2023
  • Restore the judgment and order of the National Company Law Tribunal (Allahabad Bench) dated 04.09.2018