NCLT Mumbai Exercises Discretion to Waive Section 244(1)(b) Threshold in Oppression Petition Against IMPPA

Case Overview

Sanjeev Kumar Singh Vs Indian Motion Picture Producers Association & Ors
(NCLT Mumbai — Company Petition No. 132 of 2026)

The National Company Law Tribunal, Mumbai Bench, recently delivered a significant ruling on two interlinked applications arising from a company petition filed under Sections 213, 241, 242 and 244 of the Companies Act, 2013. At the heart of the dispute were allegations of oppression and mismanagement levelled against the management of the Indian Motion Picture Producers Association (IMPPA), a company registered under Section 8 of the Companies Act, 2013, structured as a company limited by guarantee with no share capital.

The Tribunal was called upon to adjudicate: first, whether the statutory membership threshold under Section 244(1)(b) should be waived; and second, whether the company petition itself was maintainable at all. These two questions formed the crux of the proceedings before the Tribunal arrived at its final determination.

Background: The Respondent Company and the Petitioners

IMPPA was originally incorporated on 8 October 1938 under Section 25 of the Companies Act, 1956 — the equivalent of Section 8 under the Companies Act, 2013. It functions as a representative body for film and television producers in India, with its primary responsibilities including film title registration, arbitration among members, and dispute resolution concerning professional matters in the entertainment industry.

The petition was instituted by four original petitioners — Mr. Sanjeev Kumar Singh (Petitioner No. 1), Mr. Pradip Singh (Petitioner No. 2), Mr. Roshan Singh (Petitioner No. 3), and Mr. Ratnakar Kumar (Petitioner No. 4) — all of whom were members of IMPPA and producers of films and television serials. Petitioners No. 1 to 3 also held positions on the Executive Committee, while Petitioner No. 4 previously served as Vice President of the respondent company.

The petition was filed along with the written consent of 209 other members, seeking relief under Sections 241 and 242 of the Companies Act, 2013 against Respondents No. 2 to 10, who comprised members of the Managing/Executive Committee and the paid Secretary of IMPPA.

Alleged Acts of Oppression and Mismanagement

The petitioners outlined a detailed catalogue of alleged acts of oppression and mismanagement by the management of IMPPA. These included:

  • Cannes Festival expenditure irregularity: IMPPA bore travel, accommodation, visa, and food expenses for 32 delegates attending the Cannes Festival, in direct contradiction of an Executive Committee resolution dated 23 March 2024, which had capped reimbursable expenses to a maximum of two Executive Committee members.

  • Unauthorised FIAPF membership: IMPPA obtained membership of the International Federation of Film Producers Associations (FIAPF) at a cost of ₹12,50,000, without securing prior approval from the Executive Committee, thereby creating a recurring annual financial commitment with no demonstrable benefit to the association.

  • Unapproved property borrowings: Funds were borrowed for the purchase of commercial premises in a project referred to as "Chandragupt Building," without prior sanction from either the Executive Committee or members at an Extraordinary General Meeting.

  • Unexplained expenditure escalation: Between FY 2023–24 and FY 2024–25, significant and unexplained increases were noted across multiple heads of expenditure, including advertisement costs, donations, legal and professional fees, and travelling expenses.

  • Non-compliant meeting notices: Notices for Executive Committee meetings were circulated via WhatsApp, in violation of Article 69 of the Articles of Association, which mandates service personally, by post, or via email. Furthermore, no agenda or notes to the agenda accompanied these notices.

  • Deficient signing of financial statements: The statement of accounts and balance sheet were signed by fewer than four members of the Executive Committee, contrary to the requirement under Article 53 of the Articles of Association.

  • Appointment of two Senior Vice Presidents: Article 38C of the Articles of Association provides for only one Senior Vice President, yet two were appointed by the management.