Liberty Shoes removes ED Adesh Kumar Gupta after NCLT verdict

The NCLT order stated, “the removal of Petitioner as CEO/Executive Director does not ipso facto amounts to an instance of Oppression and Mismanagement u/s 241 and 242 of the Act."

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26 Aug, 2025 12:21

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Liberty Shoes has removed Adesh Kumar Gupta as the Director/Executive Director and appointed two new independent directors after the National Company Law Tribunal (NCLT) dismissed Gupta’s and other shareholders’ petition.

Through the petition, Gupta and the shareholders had sought a waiver of requirements under Section 244, after they alleged that the company and its directors had indulged in various acts of “oppression and mismanagement”.  Section 244 determines who can file a petition against a company.

According to an exchange filing, Gupta and other shareholders, who jointly hold 5.83 percent of the company filed a petition with the NCLT, Chandigarh, under Sections 241, 242 and 244 read with 213 of the Companies Act, 2013, against the company and other respondents.

The tribunal, through an ex-parte order on September 27, had directed the company to convene the 37th Annual General Meeting (AGM) as per the provisions of the law and as also fixed by the company. The tribunal added that the decisions taken in the AGM should not be acted upon till the next date of hearing on October 6, 2023.

The AGM included the item to remove Gupta from his post.

According to the company’s filing, resolutions 1 to 7 were passed by an “overwhelming majority of shareholders”. However, because of the tribunal’s order, the company did not act upon the decisions and could only file the proceedings and voting results along with the scrutinizer’s report.

After the tribunal dismissed the petition, the company filed disclosures on the new appointments and the removal of Gupta.

The NCLT order stated, “the removal of Petitioner as CEO/Executive Director does not ipso facto amounts to an instance of Oppression and Mismanagement u/s 241 and 242 of the Act. But it may be noted that his removal as the CEO/Executive Director was approved by an overwhelming majority of 83.14 percent of shareholders, including the Promoters and Public Shareholders. Even if the Promoter vote is segregated, then also 81.95 percent voted for his removal as the CEO/Executive Director.”

It added, “The petition u/s 241 and 242 is filed by the petitioners to grind their axe and prima facie removal of the petitioner as CEO/Executive Director is neither prejudicial to the interest of the public shareholders nor to the affairs of the Respondent No. 1-Company, which is otherwise a Public Listed Company. Consequently, the present application u/s 244 of the Act for seeking waiver of the conditions is not maintainable and is dismissed accordingly, however, without any order as to costs.”