NCLT Allows Former Promoters To Pursue Oppression & Mismanagement Case Against Indian Commodity Exchange

The National Company Law Tribunal (NCLT) at Ahmedabad has allowed a plea filed by a former promoters and shareholders of Indian Commodity Exchange Limited (ICEX) to pursue a case alleging oppression and mismanagement against the commodity derivatives exchange.They had sought a waiver of the requirement that shareholders must hold at least 10 percent of a company's issued share capital to file such a petition under the Companies Act, 2013. The plea was moved by Kailash Ramkishan Gupta, a former promoter and shareholder of ICEX, and Neptune Overseas Limited, an Ahmedabad-based company and shareholder of the exchange. The coram comprising Judicial Member Shammi Khan and Technical Member Sanjeev Sharma granted the waiver, observing existence of exceptional circumstances. It observed that “the requirement under Section 244(1)(a) of the Companies Act, 2013 is waived to the extent necessary for the applicants to maintain Company Petition No. 21 of 2024."The shareholders alleged that ICEX's management had committed several acts of oppression and mismanagement. These included selling assets at undervalued prices, paying excessive managerial remuneration, and violating several provisions of the Companies Act. Although they collectively held over 5.54 crore equity shares in ICEX, exceeding the 10 percent threshold, a large portion (4.82 crores) of the shares belonging to Neptune Overseas Limited was under attachment by the ED due to ongoing PMLA proceedings warranting a waiver of the requirement by the court. ICEX opposed the plea, arguing that the attached shares could not be counted toward the 10 percent shareholding threshold since case was pending before the PMLA Court. It also said that there were no exceptional circumstances justifying a waiver. The ED, in its response, clarified that the attachment was provisional and did not affect the applicants' ownership or voting rights until a final confiscation order was issued. In its order dated October 17, 2025, the Tribunal held that the attachment under PMLA was only a temporary, preventive measure and did not transfer ownership of the shares. It stated, “In the absence of any final order under PMLA divesting the Applicants of their proprietary rights, the attached shares must be considered as part of their holding for the limited purpose of eligibility under Section 244(1).” The court also highlighted the exceptional circumstances in the case, noting that ICEX, once a SEBI-recognised commodity exchange, was de-recognised for regulatory violations and had since shown financial distress, regulatory breaches, and acts prejudicial to shareholders. The tribunal said these issues affected not only the applicants but also the interests of the company and its more than 2,400 shareholders. Finding that the case merits deeper examination, the tribunal allowed the waiver and directed that the main company petition proceed on merits. Notices were issued to all the opposing parties, and the case has been listed for further hearing on December 4, 2025.Case Title: Kailash Ramkishan Gupta & Another V. Indian Commodity Exchange Limited & Ors.Case Number: ITEM No.305 - СP/21(AHM)2024 With ITEM No.306 - IA/63(AHM)2024 For the Applicants: Advocate Tirth Nayak For the Respondents: Advocates Ravi Pahwa (for the exchange and its executives) Advocate Prutha Bhavasar for EDClick here to read/download order

NCLT Allows Former Promoters To Pursue Oppression & Mismanagement Case Against Indian Commodity Exchange

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