Ashneer Grover moves NCLT seeking reinstatement as BharatPe Managing Director

Ashneer Grover has approached the National Company Law Tribunal (NCLT) seeking his reinstatement as Managing Director of fintech firm BharatPe [Ashneer Grover v. M/s Resilient Innovations Private Limited & Ors]..Grover has also prayed for a declaration that changes brought to the management of the company since his departure are illegal.Further, he sought the revocation of the termination of his wife Madhuri Jain Grover and directions to revert any new shares issued by the firm since his resignation on March 1, 2022..A coram of judicial member Mahendra Khandelwal and technical member Rahul Bhatnagar heard the matter on December 6.Counsel appearing for BharatPe challenged the maintainability of the plea, arguing that only a member who held more than 10% of the issued share capital of the company could bring a petition under Section 241 of the Companies Act, 2013 (application to Tribunal for relief in cases of oppression). He said that this was not satisfied in the present case.Grover’s lawyer countered that as per the BharatPe’s own Annual Report for the year 2021-22, the total equity shares of the company were 1,01,925, out of which Grover’s shareholding was 43,877 (43%).BharatPe contended that the 1,01,925 shares only constituted the equity shares issued by the company and that Grover’s shareholding in the issued shared capital was only 0.00013%..The tribunal adjourned the case for further consideration on January 11, 2024, when Grover’s counsel will make further submissions on the issue of maintainability..Advocates Giriraj Subramanium, Simarpal Singh Sawhney, Veda Singh, Rahul Kumar, Siddhant Juyal, Akhilesh Talluri, Urvashi Singh, Ravi Pathak, MP Devnath, Abhishek Anand and Atul Sharma appeared for Ashneer Grover.Senior Advocate Krishnendu Datta along with Advocates Abhijeet Sinha, Anuj Berry, Sourabh Rath, Megha Janakiraman, Bhargavi Vadeyar, Vibhore Yadav, Aparajito Sen, Vipul Ganda, Ayandeb Mitra, Amodini Raina and SK Giri appeared for BharatPe and its office bearers. .Grover’s interim reliefs include status quo on the shareholding of the company since his exit and orders to seat two of his representatives on BharatPe’s board to secure the interest of the company..In his plea, Grover argued that he was forcibly ousted from BharatPe in an arbitrary manner “so as to clawback his restrictive shares, illegally, arbitrarily and without the due compliance of law”.“The voice of a director and the largest individual shareholder of the Respondent No. 1 Company (BharatPe) has been muffled in order to mismanage the affairs of the Respondent No. 1 Company and to conduct its affairs in a manner contrary to and prejudicial to the Respondent No. 1, as also oppressive to the Petitioner who was a Founder Director, promoter and is the largest shareholder of the Respondent No. 1 Company,” the plea said.It said that the affairs of BharatPe have been conducted in a manner prejudicial to its interests.“Such conduct oppresses the members of the Respondent No.1 Company, including the Petitioner. The oppression and mismanagement is evident from the exit of various key members of the Respondent No.1 Company, including its founder and CEO. It is also pertinent to mention that all such acts of the Respondent No. 1 Company qua its then board of directors have also caused huge losses to the Company as has been detailed in this Petition.”Grover contended that despite his termination from the company, the BharatPe board members are still making attempts to coerce him solely with the intention to buy back the restricted shares at a throwaway price.“The Respondent No. 1 Company qua its board is also making attempts to malign the reputation of the Petitioner including its family members by instituting various suits before different forums. Nevertheless, the non-stop media scrutiny and personal attacks on the Petitioner in the media is yet another factor that contributes to the coercion and oppression of the Petitioner in order to forcibly buy-back his shares at a throw away price, by denying the correct Fair Market Value of his shares.”.[Read Order]