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NRI Investors Seek NCLT Intervention Against Manipal Hospitals Synergie Over Alleged Shareholding Dilution

NRI Investors Seek NCLT Intervention Against Manipal Hospitals Synergie Over Alleged Shareholding Dilution

Minority Shareholding Dilution Dispute

Five minority shareholders have approached the National Company Law Tribunal (NCLT), Kolkata Bench, by filing a company petition under Sections 213, 241, 242, 244 and 246 of the Companies Act, 2013, alleging acts of oppression and mismanagement against Manipal Hospitals Synergie Private Limited, its directors, former directors, statutory auditor and majority shareholder Manipal Health Enterprises Limited. The petition has been filed Five US-based NRI shareholders, who claim to have invested in the company between 2006 and 2009 when it was operating as Medica Synergie Private Limited.

According to the petition, the shareholders contend that their investments were made pursuant to representations regarding the company’s growth and an assurance of a 15% annual return on investment. They allege that despite remaining shareholders for nearly two decades, they have been subjected to continuous acts of oppression, including dilution of their shareholding without notice, exclusion from corporate decision-making, denial of statutory notices and access to company records, and non-payment of the promised returns.

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The petition further alleges that following Manipal Health Enterprises Limited’s acquisition of an 84.95% stake in the company in July 2024, the petitioners continued to be denied access to board minutes, meeting notices and statutory filings. They also claim that changes were made to their NRI status and other corporate records without their consent and that certain asset-related transactions were undertaken without authorisation, constituting oppression of minority shareholders and mismanagement of the company’s affairs.

The petitioners submit that they repeatedly raised their grievances with the company and also approached various statutory authorities, including the Registrar of Companies (ROC), Securities and Exchange Board of India (SEBI), Reserve Bank of India (RBI), Ministry of Corporate Affairs (MCA) and the Directorate of Enforcement, before invoking the jurisdiction of the NCLT. The petition encloses extensive correspondence, regulatory complaints and corporate records in support of its allegations.

Through the company petition, the shareholders seek reliefs under the Companies Act, including investigation into the affairs of the company, appropriate directions to remedy the alleged acts of oppression and mismanagement, protection of minority shareholder rights and such further orders as the Tribunal may deem fit.