Amadeus India Board Majority Shareholders Contests Maintainability of Smriti Bhatia’s Plea

The majority shareholders, led by Radha Bhatia, of Amadeus India Private Limited have challenged the maintainability of Smriti Bhatia’s plea in the National Company Law Tribunal. Smriti Bhatia, widow of late AIPL director Ankur Bhatia, along with her wards, have claimed joint ownership of 35.55% shares in AIPL and alleged oppression as minority shareholders. However, the counsels for respondents led by Radha Bhatia have argued that the plea was not maintainable due to the petitioners’ failure to hold the required 10% shares in subsidiary companies, as mandated by Sections 241(1) and 244(1)(a) of the Companies Act.

The respondents contended that tribunal intervention could disrupt the normal functioning of subsidiary companies, raising questions about the delicate balance between protecting minority shareholder rights and allowing companies autonomy in operational decisions.
The heart of the matter centred on the petitioner Smriti Bhatia’s claim of oppression as minority shareholders, citing overlooked participation in board resolutions. In response, the respondents, represented by senior counsel Abhinav Vashist, asserted that the petition lacked merit, emphasizing the petitioners’ failure to meet the 10% shareholding threshold in relevant subsidiaries.

The respondents argued that the legal recourse pursued by the petitioners might have been misplaced, suggesting alternative avenues such as addressing concerns through a domestic violence case. This aligned with their commitment to a fair resolution while avoiding unnecessary legal complexities. Citing legal precedents, the respondents’ counsels emphasized the tribunal’s limited authority in intervening with decisions made by majority shareholders, especially regarding director removal, which fell within the domain of shareholders’ rights.

Acknowledging the intricacies of the case, the tribunal in its order dated November 22, 2023 issued notices to all parties involved. The order passed by a bench presided over by judicial member Ashok Kumar Bhardwaj conditioned decisions on the outcome of Smriti Bhatia’s petition, while allowing the extraordinary general meeting (EGM) for AIPL to proceed. AIPL board has been directed to focus on routine affairs, avoiding any significant decisions that could impact the petitioners’ interests.