National Company Law Appellate Tribunal
Bijay Kumar Mandhani & Ors vs Ashok Kumar Mandhani & Ors on 3 December, 2025
NATIONAL COMPANY LAW APPELLATE TRIBUNAL
AT CHENNAI
(APPELLATE JURISDICTION)
Company Appeal (AT) (CH) No.124/2025
(IA No. 1367/2025)
In the matter of :
ANJU DEVI MANDHANI,
wife of Bijay Kumar Mandhani,
aged about 62 years, resident of
8-2-293/82/A, Plot No. 103A, Road No. 1,
Jubilee Hills, Hyderabad-500033. ...APPELLANT NO. 1
AVANTIKA MANDHANI,
daughter of Bijay Kumar Mandhani,
aged about 30 years, resident of 8-2-293/82/A,
Plot No. 103A, Road No. 1, Jubilee Hills,
Hyderabad-500033. ...APPELLANT NO. 2
V
ASHOK KUMAR MANDHANI
son of Late Ganapatilal Mandhani, aged about
57 years, resident of Ram Durbar, Dr No: 11-8-32/2,
Plot No. 18, Road No. 3B, Opp. BSNL Office Line,
Daspalla Hills, Visakhapatnam-530003
Shareholder of MBG
Commodities Private Limited ...RESPONDENT NO. 1
RAJ KUMAR MANDHANI,
son of Late Ganapatilal Mandhani,
aged about 67 years, resident of 7,
Temple Street, New Avadi Road, Kilpauk,
Chennai. Tamil Nadu-600010.
Shareholder of MBG
Commodities Private Limited ...RESPONDENT NO. 2
Company Appeal (AT) (CH) No.124 & 125/2025 Page 1 of 25
NIRMALA DEVI MANDHANI,
wife of Raj Kumar Mandhani,
aged about 63 years, resident of 7,
Temple Street, New Avadi Road,
Kilpauk, Chennai. Tamil Nadu-600010
Shareholder of MBG
Commodities Private Limited ...RESPONDENT NO. 3
AMIT KUMAR MANDHANI,
son of Raj Kumar Mandhani,
aged about 46 years, resident of Villa 104,
Road No. 1, Jubilee Hills, Hyderabad- 500033.
Shareholder of MBG
Commodities Private Limited ...RESPONDENT NO. 4
ARCHANA DEVI MANDHANI,
wife of Ashok Kumar Mandhani,
aged about 54 years, resident of Ram Durbar,
Dr No: 11-8-32/2, Plot No. 18,
Road No. 3B, Opp. BSNL Office Line, Daspalla Hills,
Visakhapatnam- 530003
Shareholder of MBG
Commodities Private Limited ...RESPONDENT NO. 5
REGIONAL DIRECTOR,
South East Region,
3rd Floor, Corporate Bhawan,
Bandlaguda, Nagole, Tattiannaram Village,
Hayat Nagar Mandal, Ranga Reddy District,
Hyderabad 500068, Telangana ...PROFORMA/RESPONDENT NO. 6
REGISTRAR OF COMPANIES,
Telangana, 2nd Floor, Corporate Bhawan,
Bandlaguda, Nagole, Tattiannaram Village,
Hayat Nagar Mandal, Ranga Reddy District,
Hyderabad - 500068, Telangana ...PROFORMA/RESPONDENT NO. 7
Company Appeal (AT) (CH) No.124 & 125/2025 Page 2 of 25
M/S. MBG COMMODITIES PRIVATE LIMITED,
a company incorporated under the Companies Act, 1956
having its registered office at 8-2-293/174/A/26,
2nd Floor, Road No. 14, Banjara Hills,
Hyderabad, Telangana, India-500034,
CIN: U51101TG2012PTC082575 ...PROFORMA/RESPONDENT NO. 8
BIJAY KUMAR MANDHANI,
son of Late Ganapatilal Mandhani,
aged about 65 years, C/o. M/s.
MBG Commodities Private Limited,
8-2-293/174/A/26, 2nd Floor,
Road No. 14, Banjara Hills, Hyderabad,
Telangana, India- 500034. ...PROFORMA/RESPONDENT NO. 9
SHREE RAM TEWARI,
C/o. M/s. MBG Commodities Private Limited,
8-2- 293/174/Α/26, 2nd Floor, Road No. 14,
Banjara Hills, Hyderabad, Telangana,
India-500034. ...PROFORMA/RESPONDENT NO. 10
SACHCHIDANAND KESHRI,
S/o. Late Tarni Prasad Keshri,
aged about 62 years, C/o. M/s.
MBG Commodities Private Limited,
8-2-293/174/A/26, 2nd Floor, Road No. 14,
Banjara Hills, Hyderabad,
Telangana, India- 500034. ...PROFORMA/RESPONDENT NO. 11
With
Company Appeal (AT) (CH) No.125/2025
(IA Nos. 1368, 1369 & 1370/2025)
In the matter of :
M/S. MBG COMMODITIES PRIVATE LIMITED,
a company incorporated under the Companies Act, 1956
having its registered office at 8-2-293/174/A/26,
Company Appeal (AT) (CH) No.124 & 125/2025 Page 3 of 25
2nd Floor, Road No. 14, Banjara Hills,
Hyderabad, Telangana, India-500034,
CIN: U51101TG2012PTC082575 ...APPELLANT NO. 1
BIJAY KUMAR MANDHANI,
son of Late Ganapatilal Mandhani,
aged about 65 years, C/o. M/s.
MBG Commodities Private Limited,
8-2-293/174/A/26, 2nd Floor,
Road No. 14, Banjara Hills, Hyderabad,
Telangana, India- 500034. ...APPELLANT NO. 2
ANJU DEVI MANDHANI,
wife of Bijay Kumar Mandhani,
aged about 62 years, resident of
8-2-293/82/A, Plot No. 103A, Road No. 1,
Jubilee Hills, Hyderabad-500033. ...APPELLANT NO. 3
AVANTIKA MANDHANI,
daughter of Bijay Kumar Mandhani,
aged about 30 years, resident of 8-2-293/82/A,
Plot No. 103A, Road No. 1, Jubilee Hills,
Hyderabad-500033. ...APPELLANT NO. 4
V
ASHOK KUMAR MANDHANI
son of Late Ganapatilal Mandhani, aged about
57 years, resident of Ram Durbar, Dr No: 11-8-32/2,
Plot No. 18, Road No. 3B, Opp. BSNL Office Line,
Daspalla Hills, Visakhapatnam-530003
Shareholder of MBG
Commodities Private Limited ...RESPONDENT NO. 1
RAJ KUMAR MANDHANI,
son of Late Ganapatilal Mandhani,
aged about 67 years, resident of 7,
Temple Street, New Avadi Road, Kilpauk,
Company Appeal (AT) (CH) No.124 & 125/2025 Page 4 of 25
Chennai. Tamil Nadu-600010.
Shareholder of MBG
Commodities Private Limited ...RESPONDENT NO. 2
NIRMALA DEVI MANDHANI,
wife of Raj Kumar Mandhani,
aged about 63 years, resident of 7,
Temple Street, New Avadi Road,
Kilpauk, Chennai. Tamil Nadu-600010
Shareholder of MBG
Commodities Private Limited ...RESPONDENT NO. 3
AMIT KUMAR MANDHANI,
son of Raj Kumar Mandhani,
aged about 46 years, resident of Villa 104,
Road No. 1, Jubilee Hills, Hyderabad- 500033.
Shareholder of MBG
Commodities Private Limited ...RESPONDENT NO. 4
ARCHANA DEVI MANDHANI,
wife of Ashok Kumar Mandhani,
aged about 54 years, resident of Ram Durbar,
Dr No: 11-8-32/2, Plot No. 18,
Road No. 3B, Opp. BSNL Office Line, Daspalla Hills,
Visakhapatnam- 530003
Shareholder of MBG
Commodities Private Limited ...RESPONDENT NO. 5
REGIONAL DIRECTOR,
South East Region,
3rd Floor, Corporate Bhawan,
Bandlaguda, Nagole, Tattiannaram Village,
Hayat Nagar Mandal, Ranga Reddy District,
Hyderabad 500068, Telengana ...PROFORMA/RESPONDENT NO. 6
REGISTRAR OF COMPANIES,
Telangana, 2nd Floor, Corporate Bhawan,
Bandlaguda, Nagole, Tattiannaram Village,
Hayat Nagar Mandal, Ranga Reddy District,
Company Appeal (AT) (CH) No.124 & 125/2025 Page 5 of 25
Hyderabad - 500068, Telangana ...PROFORMA/RESPONDENT NO. 7
SHREE RAM TEWARI,
C/o. M/s. MBG Commodities Private Limited,
8-2- 293/174/Α/26, 2nd Floor, Road No. 14,
Banjara Hills, Hyderabad, Telangana,
India-500034. ...PROFORMA/RESPONDENT NO. 8
SACHCHIDANAND KESHRI,
S/o. Late Tarni Prasad Keshri,
aged about 62 years, C/o. M/s.
MBG Commodities Private Limited,
8-2-293/174/A/26, 2nd Floor, Road No. 14,
Banjara Hills, Hyderabad,
Telangana, India- 500034. ...PROFORMA/RESPONDENT NO. 9
Present:
For Appellant : Mr. Joy Saha, Senior Advocate
Mr. Chinmay Prasad Sharma, Senior Advocate
For Mr. Debangshu Dinda, Mr. Jai Kumar Surana,
Mr. Dhurv Surana & Mr. S. Karunamoorthy, Advocates
For Respondent : Mr. PH Arvindh Pandian, Senior Advocate
Mr. T.K. Bhaskar, Advocate
For Mr. Krishna Vennelakanti, Mr. Pranay Sohini
& S. Sriraman, Advocates
JUDGMENT
(Hybrid Mode) [Per: Justice Sharad Kumar Sharma, Member (Judicial)] The fact and issue as involved consideration in both these company appeals stand on a common pedestal. Hence, for the purposes of brevity, they are being decided together.
Company Appeal (AT) (CH) No.124 & 125/2025 Page 6 of 25 Company Appeal (AT) (CH) No.124/2025
2. Company Appeal (AT) (CH) No.124/2025, has been preferred by the Appellant, being aggrieved against the impugned order of 11.09.2025, that has been rendered by the Ld. NCLT Hyderabad bench. By virtue of the impugned order, the counter affidavit, which has been filed by Respondents No. 1 & 2, has been permitted to be adopted by Respondents No. 3 & 4, the Appellant has been directed to file rejoinder to those counter affidavits, and the next date of hearing has been directed to be fixed as 09.10.2025. Relevant part of the order is extracted hereunder: -
"Counter filed by Respondents No. 1 and 2 has been adopted by Respondents No.3 & 4. Rejoinder be filed within 2 weeks. For filing of rejoinder, matter is adjourned to 09.10.2025."
3. In these two segments of the order, though they are independently passed in the company petition, on the pending interlocutory applications, we don't see any reason to interfere, for the reason, being that, accepting a counter on record of the proceedings and granting time to file rejoinder is an exclusive prerogative of the Ld. Tribunal and the impugned order, herein does not decide any of the rights of any of the parties, nor for that matter, does not affect the rights of any of the parties to the proceedings before Ld. Tribunal, except for merely permitting further exchange of pleadings in order to facilitate the proceedings to be carried further for adjudication on merits.
Company Appeal (AT) (CH) No.124 & 125/2025 Page 7 of 25
4. Ld. Senior Counsel for the Appellant has attempted to argue that the order of 11.09.2025 has amounted to extension of the earlier interim order that was granted on 25.08.2025, by permitting the pleadings to be placed on record and by fixing the next date of hearing on 09.10.2025, without considering his submissions for vacating the interim order and that, since he pressed for vacation of the interim order, Ld. Tribunal ought to have made a reasoned order while extending the interim order instead of mechanically doing the same. This contention is not acceptable to us because the impugned order dated 11.09.2025 simpliciter has directed to exchange the pleading and has fixed the next date of hearing, as to be 09.10.2025, and there is no observation whatsoever that was made pertaining to the implications of the interim order of 25.08.2025. In fact, it appears to us that Ld. Senior Counsel for the Appellant is trying to read something more in the impugned order of 11.09.2025 based on his own interpretation, which is much beyond what has been actually observed by the Ld. Tribunal in the impugned order. Since the impugned order of 11.09.2025, is interlocutory in nature and it only expresses the directions to exchange pleadings and to list the matter on 09.10.2025, it will amount to be a routine order, passed by the Ld. Tribunal, during the course of the proceedings of the Company Petition No. 32/241/2025 and the other pending interlocutory applications.
Company Appeal (AT) (CH) No.124 & 125/2025 Page 8 of 25
5. In our view, Ld. Senior Counsel for the Appellant for the purposes of sustaining the appeal, has sought to add newer dimensions to the impugned order which is fallacious and much beyond, what has been actually expressed in the impugned order, which cannot be accepted by this Appellate Tribunal. Besides, since the order itself happens to be a routine order and is interlocutory in nature, the same cannot be interfered into while exercising our appellate jurisdiction under Section 421 of the Companies Act, 2013. Hence, the appeal lacks merit and the same is dismissed. All interlocutory applications would stand closed.
Company Appeal (AT) (CH) No.125/2025
6. In this Company Appeal (AT) (CH) No.125/2025, the Appellant, who is an opposite party to the proceedings of Company Petition No. 32/241/HDB/2025, challenges the order of Ld. Tribunal dated 25.08.2025 by virtue of which Ld. Tribunal has granted interim stay, while considering the application IA (CA)/208/2025 for the grant of the interim stay.
7. Before we proceed to deal with the argument that has been extended by the Ld. Senior Counsel for the Appellant, we feel it apt to observe that, since at the stage of either passing the order in the company petition or even in the interlocutory application, which was inclusive of an order on the application i.e., IA (CA)/208/2025, for the grant of the interim order, as the nature of the Company Appeal (AT) (CH) No.124 & 125/2025 Page 9 of 25 order happens to be identical, to the order passed on 09.10.2025, for the purposes of convenience, the relevant part of the order dated 25.08.2025 is extracted hereunder: -
"Mr. S. Ravi, Ld. Senior Counsel, O/o. M/s. R.S. Associates has taken service on behalf of the Respondents No.1, 2, 5 &
6. Mr. Rohan, Ld. Counsel has taken service on behalf of Respondent No.3. Mr. Pushyam Kiran, Ld. Counsel has taken service on behalf of Respondent No.4. Let counter be filed within one week. Rejoinder, if any, be filed within one week thereafter. Matter is adjourned to 11.09.2025."
8. Certain dates become relevant to be considered by this Appellate Tribunal for the purposes of dealing with the arguments that has been extended by the Ld. Senior Counsel for the Appellant. As per the facts, which have been brought on record, the company petition itself was instituted before the Ld. NCLT, Hyderabad bench, in July, 2025.
9. In the company petition, which was preferred by the Respondents herein by invoking the provisions contained under Section 241 and 242 of the Companies Act, 2013, they had prayed for a grant of an order of declaration for the relief, which was modulated therein, in the relief clause it was pertaining to declaring the actions of Respondent No. 2 & 6, i.e., the Appellants herein, as to be illegal and to be an act of oppression, and mismanagement of the company. Besides that, various other ancillary reliefs were also sought in the company petition, thus preferred by the Respondents. However, at this stage, when we are Company Appeal (AT) (CH) No.124 & 125/2025 Page 10 of 25 dealing with the aspect of grant of impugned order of 25.08.2025, as extracted above, we are refraining from venturing into the merits of the appeal, qua its relief sought before the Ld. Tribunal, because that would still be an exclusive domain of the Ld. Tribunal to decide the company petition on its own merits.
10. The grievance as agitated by the Appellant is that, after filing of the company petition, the Respondents are said to have filed an IA, being IA (CA)/208/2025, on 28.07.2025 and in the application thus preferred, the Respondents herein, who are the petitioners to the company petition have prayed for the interim relief in form of directions to the Respondents not to exercise any voting rights allotted to them in board meeting held on 28.06.2025 during the pendency of the company petition and not to further alter the shareholding pattern of Respondent No. 1 company in any manner whatsoever, till the disposal of the company petition and for grant of any other consequential or incidental relief as may be necessary under the circumstances of the case. The prayer as modulated therein the application is extracted hereunder: -
"It is therefore prayed that pending the above Company Petition, the Applicants seeks the following interim directions in the interests of justice:
a) Direct the Respondents not to further alter the shareholding pattern of the Respondent No.1 Company in any manner whatsoever, till the disposal of the Company Petition.Company Appeal (AT) (CH) No.124 & 125/2025 Page 11 of 25
b) Pass any other consequential, incidental or other order(s) as this Hon'ble Tribunal may deem fit."
11. It is on this interim application, that the Ld. Tribunal has proceeded to pass the impugned order, whereby an interim order has been granted by the Ld. Tribunal, while exercising its jurisdiction under Rule 32 to be read with Rule 11 of the NCLT Rules, 2016. The provisions of Rules 11 and 32 of the NCLT Rules, 2016, prescribes for the extraordinary inherent powers, which have been vested with the Ld. Tribunal to pass an appropriate order depending upon the circumstances of a particular case to meet the ends of justice. Rules 11 and 32 of the NCLT Rules, 2016, reads as under: -
"11. Inherent Powers.- Nothing in these rules shall be deemed to limit or otherwise affect the inherent powers of the Tribunal to make such orders as may be necessary for meeting the ends of justice or to prevent abuse of the process of the Tribunal."
"32. Interlocutory applications.- Every Interlocutory application for stay, direction, condonation of delay, exemption from production of copy of order appealed against or extension of time prayed for in pending matters shall be in prescribed form and the requirements prescribed in that behalf shall be complied with by the applicant, besides filing an affidavit supporting the application."
12. The very language of the aforesaid rules makes it clear that it has got an overriding effect, granting enough powers with the Ld. Tribunal to pass appropriate order that may be necessary to meet the ends of justice, overriding restrictions, if any that may arise from operation of the provisions contained Company Appeal (AT) (CH) No.124 & 125/2025 Page 12 of 25 under the Companies Act and connected Rules. In other words, the provisions of Rule 11 enables exercise of the inherent powers by the Ld. Tribunal to make any such orders as it thinks it to be necessary so as to meet the ends of justice and particularly in the context of the instant case, to protect the very subject matter of the company petition itself. So far as the powers vested with the Ld. Tribunal to grant an interim relief while dealing with a company petition under Section 241, 242 to be read with Section 59 of the Companies Act, 2013 is concerned, Ld. Tribunal has been vested with powers to consider applications for the grant of stay, Condonation of Delay, and various such other aspects as contained therein and to issue appropriate orders. Here, in the instant company appeal, we would be concerned with the part of the expression, regards the power vested with the Ld. Tribunal, under Rule 32 for granting an interlocutory order or a stay.
13. The application thus preferred, being IA (CA)/208/2025, by the Respondent for the relief as observed above, came up for consideration before the Ld. NCLT and the Ld. NCLT had proceeded to pass an order as already extracted above, which is the controversy herein in this company appeal.
14. The Ld. Senior Counsel for the Appellant has primarily constructed his argument around two strands, i.e., Company Appeal (AT) (CH) No.124 & 125/2025 Page 13 of 25
(i) The order doesn't express any reason justifying the grant of the interim order and hence, the impugned interlocutory order passed under Rule 32 of the NCLT Rules, 2016, is bad as it has been rendered without assigning any reasons or justifying the reasons, which necessitated to pass an interim order.
(ii) The grounds taken in the application and in the company petition itself, do not justify the passing of the interim order of the nature, as it has been granted, resulting in restraining the Appellant from exercising the voting rights on the basis of the change of the shareholding pattern due to the effect of the EGM of 28.06.2025.
15. We make it clear that, this impugned interim order was granted by the Ld. Tribunal on 25.08.2025 and the matter was thereafter scheduled for 11.09.2025. On the date, when the interim order was passed, i.e., on 25.05.2025, the Appellants were represented through their respective counsels, but all the contentions, which have been raised by the Appellants herein, in the instant Company Appeal were never raised by them before the Ld. Tribunal, while objecting to the grant of the interim order dated 25.08.2025 and the same are being raised now for the first time.
16. In fact, the impugned order of 25.08.2025, is an order which has been passed only after hearing the Appellants and it cannot now be said to be an ex Company Appeal (AT) (CH) No.124 & 125/2025 Page 14 of 25 parte order. The argument extended by the Ld. Senior Counsel for the Appellant is that the order doesn't assign any reason for grant of stay. But as far as the aspect of grant of the interim order is concerned during the pendency of the proceedings, it only requires a prima facie satisfaction of the Ld. Tribunal of the need to pass such order and it doesn't require a detailed analysis and an elaborate discussion of the respective cases, to justify the grant of the interim order for the reason being that, the aspect of grant of an interim order falls within the domain of discretionary jurisdiction of the Ld. Tribunal. And since the orders passed under Rule 32 of the NCLT Rules, 2016, takes the shape of an "order", it will not amount to be a "judgment" adjudicating the rights of the parties on merits, which would require an elaborate discussion of the rival contentions or the pleadings. It is the sole prerogative and discretion of the Ld. Tribunal to grant the interim order, where only prima facie satisfaction is to be ensured by the Ld. Tribunal, for the exercise of its discretionary powers.
17. Ld. Counsel for the Appellant, to justify his contention that the interim order of 25.08.2025 has to be backed by reasons, has referred to a judgment reported in 1990, Volume 4, SCC, page 594, S.N. Mukherjee versus Union of India, wherein he has made reference to paragraph 35 of the said judgment which is extracted hereunder: -
"35. The decisions of this Court referred to above indicate that with regard to the requirement to record Company Appeal (AT) (CH) No.124 & 125/2025 Page 15 of 25 reasons the approach of this Court is more in line with that of the American courts. An important consideration which has weighed with the court for holding that an administrative authority exercising quasi-judicial functions must record the reasons for its decision, is that such a decision is subject to the appellate jurisdiction of this Court under Article 136 of the Constitution as well as the supervisory jurisdiction of the High Courts under Article 227 of the Constitution and that the reasons, if recorded, would enable this Court or the High Courts to effectively exercise the appellate or supervisory power. But this is not the sole consideration. The other considerations which have also weighed with the Court in taking this view are that the requirement of recording reasons would (i) guarantee consideration by the authority; (ii) introduce clarity in the decisions; and (iii) minimise chances of arbitrariness in decision-making. In this regard a distinction has been drawn between ordinary courts of law and tribunals and authorities exercising judicial functions on the ground that a Judge is trained to look at things objectively uninfluenced by considerations of policy or expediency whereas an executive officer generally looks at things from the standpoint of policy and expediency".
18. The decision on which the reliance has been placed by Ld. Senior Counsel for the Appellant, will not be applicable under the given circumstances of the instant company appeal, for the reason being that, the said order was in the context of a situation where Hon'ble High Court was exercising its powers and jurisdiction under the supervisory jurisdiction as vested to it under Article 227 of the Constitution of India, while rendering a decision and exercising a Company Appeal (AT) (CH) No.124 & 125/2025 Page 16 of 25 judicial function, where a final determination to be made in shape of an adjudication qua the rights engaged consideration in the writ petition.
19. Whenever there is a final determination of right or liabilities of a party to the proceedings, there cannot be any iota of doubt that, it has to be backed by the reasons, and there will be no occasion for this Appellate Tribunal to take a different opinion than what has been prescribed in para 35 of the judgment of the Hon'ble Apex Court, as rendered in the matters of S.N. Mukherjee (Supra). However, it will still be necessary to keep in mind as to under what circumstances, the Hon'ble Apex Court, had laid down the said ratio as prescribed in para 35 of the said judgment extracted above, while finally determining a dispute in the concerned writ petition.
20. The judgment of S.N. Mukherjee (Supra), was rendered against the backdrop where, a special leave to appeal, was preferred therein as against the order passed by Hon'ble High Court of Delhi, in a writ petition where the petitioner had put a challenge to the validity of the "finding and the sentence, recorded in the general court martial". We make it very clear. that given the nature of the proceedings of a general court martial, as against the Appellant therein in the matter of S. N. Mukherjee (Supra), the said ratio cannot be extracted to be derived to be applied in the instant case, because therein, the Hon'ble Apex Court was dealing with the aspect of imposition of a sentence as Company Appeal (AT) (CH) No.124 & 125/2025 Page 17 of 25 a consequence of the general court martial as against an armed forces personnel, which is entirely distinct in terms of the subject matter and the parameters required to be considered as compared to the interim orders herein under Rule 11 and 32 of the NCLT Rules, 2016.
21. Sentencing a person on establishment of an offence covered under the Army Act, , since sentence attributes a criminal liability, as well as a stigma too, has had to be backed by the reasons. The situation therein is quite distinct from the instant case and therefore, the ratio laid down in the said judgment cannot be put to be applied herein on a common pedestal for the purposes of the orders, being passed at an interim stage, where the Ld. Tribunal exercises its powers vested in it while exercising its inherent jurisdiction as contemplated under Rule 11 and Rule 32 of the NCLT Rules, 2016. Hence, the said ratio will not apply.
22. There is yet another remarkable feature requiring consideration in the instant company appeal, which is that the interim order was granted on 25.08.2025, and the next date fixed for hearing was 11.09.2025 and during the intervening period, the Appellant had filed his counter to the main appeal, as well as a counter to IA, being IA(CA)/208/2025 and yet did not file the application to vacate interim stay.
23. What is surprising is that under the normal procedural law, when the Ld. Tribunals or a court created under law, grants an interim order, and that too in Company Appeal (AT) (CH) No.124 & 125/2025 Page 18 of 25 the presence of the party to the proceedings, the appropriate recourse that would be available to the Appellant herein, who was an opposite party to the company petition, should have been to file a stay vacation application, before preferring of an appeal before this Ld. Tribunal (NCLAT) by invoking the jurisdiction as under Section 421 of the Companies Act, 2013, though it may not be specifically barred under law.
24. We are of the view that, the nature of the impugned order dated 25.08.2025 takes the shape of an interlocutory order where the Ld. Tribunal has exercised its inherent discretionary jurisdiction and since the order under challenge is not a judgment, it cannot be subjected to an appeal until and unless it adjudicates upon any of the right of the party or it affects the right of the parties, upon its final adjudication, who are already under litigation in the company petition, which is not the case either argued or pleaded by the Appellants.
25. Another remarkable feature is that though the Appellant has filed his objection to the IA (CA)/208/2025 before Ld. Tribunal, no pleading has been raised therein by the Appellant seeking vacation of the interim order. In fact, the objection modulated by him, particularly that as contained in Para 28 of the counter filed on 08.09.2025, is to the effect that, in case the interim order is Company Appeal (AT) (CH) No.124 & 125/2025 Page 19 of 25 granted, there will be an irreparable loss and injury to the Respondent. The relevant part is extracted hereunder: -
"In the case the interim is granted, there will be irreparable loss and injury to the Respondents herein. Hence, the interim reliefs prayed for in IA No. 208/2025, 209/2025, 210/2025 and 211/2025 may be dismissed."
It can be seen that the relief sought for in the counter filed on 08.09.2025 by the Appellants to IA (CA)/208/2025 was a non-existing relief which was sought for, for the reason being that despite being conscious of the order dated 25.08.2025, as they participated in the proceedings, they were still praying for that in case if the interim relief is granted it will be causing irreparable injury to the Respondents, i.e., the Appellant herein, while the relief already stood granted by the order dated 25.08.2025. In fact the appropriate relief, which should have been modulated by the Appellant, would have been to seek a vacation of the stay granted vide the order dated 25.08.2025, which the Appellant has not done, though the counter was filed on 08.09.2025, much after the grant of interim relief.
26. The common principles as contemplated under Order XXXIX, Rule 1, 2 of the Code of Civil Procedure, 1908 (CPC), are that when an injunction, ex parte or otherwise, is granted to a plaintiff, the procedure prescribed under law to the defendant to the suit or an opposite party to the proceedings, is to file an application under Order XXXIX, Rule 4 of the Code of Civil Procedure, 1908 Company Appeal (AT) (CH) No.124 & 125/2025 Page 20 of 25 (CPC) for getting the said order vacated, in case he wishes to. Having not done so and having instead prayed for non-grant of stay which already stood granted, which is a non-est relief, the Appellants have acted in a manner which is contrary to the procedural law, and therefore, they cannot be permitted to agitate the same by filing a company appeal.
27. Reverting back to the elaborate argument that has been extended by the Ld. Senior Counsel for the Appellants, on not assigning reasons while passing the impugned order, the said argument cannot be accepted, as there cannot be any specific parameters, by which one can test as to what will be the amplitude of the responsibility, to be cast on the Ld. Tribunal while exercising its judicial powers to assign reasons. Assignment of a reason is always a variable factor depending upon the facts of a particular case, and non-assignment of reason while passing the impugned order as in this instant case cannot be construed to come to a conclusion that, the order was passed without any reason or basis, for the reason being, it was also a simultaneous duty, cast upon the Appellants to raise their objection at the stage when the application IA (CA)/208/2025 was being considered by the Ld. Tribunal on 25.08.2025 and thereafter, to file a stay vacation application. After having participated in the proceedings and getting the order passed on the IA (CA)/208/2025 and then reverting back to take a stand, that, the order does not assign any reason which is contrary to the ratio Company Appeal (AT) (CH) No.124 & 125/2025 Page 21 of 25 laid down by the judgment of S.N. Mukherjee (Supra), may not be a compelling argument, which is required to be considered by this Appellate Tribunal.
28. There is another argument, which has been pressed in by the Ld. Senior Counsel for the Appellant which is on the ground that the copy of the application i.e., IA (CA)/208/2025, was not served upon them, as the mailing address given therein, was the mailing address of the Respondent No. 1 Company. In the company petition, where the company itself was Respondent No. 1, the records have been sent and received too on the mailing address of Respondent-1 company which is a fact not denied. Hence presumption of service would be deemed to be there.
29. In that eventuality, it cannot be said that the Appellants were taken by surprise while an order was being passed on IA (CA)/208/2025 on 25.08.2025. Even if we are made to believe that, copy of IA (CA)/208/2025 was sent on wrong mailing address, we cannot be oblivious to the fact that, as on the day, i.e., 25.08.2025, when the said application was being considered, the Appellants were present before the Ld. Tribunal. Basic professional courtesy would demand that the Respondents, instead of stepping in to argue the application on its merit, should have at least demanded for a copy of the application. Having not done so and proceeding to contest the application on merits, now they Company Appeal (AT) (CH) No.124 & 125/2025 Page 22 of 25 cannot take the shelter of alleged non-supply of copy of the application which prevented them from effectively participating in the proceedings on 25.08.2025, as well as on 11.09.2025.
30. Besides that, if the memorandum of appeal itself is taken into consideration, with regards to the aspects which has been harped upon by the Ld. Counsel for the Appellants, pertaining to non-providing of an effective opportunity of hearing by Ld. Tribunal before passing the order on IA (CA)/208/2025, the Appellants have not even pleaded in the memorandum of appeal, that as on the date when IA (CA)/208/2025 was being considered, they were not served with a copy of the application, because none of the grounds, which have been taken in the memorandum of appeal, particularly relating to the question of law, as framed by the Appellants, have a direct nexus to the argument extended by them about the implications of the non-service of the copy of the application, i.e., IA (CA)/208/2025.
31. Besides that, none of the authorities that are relied by the Ld. Senior Counsel for the Appellant, to highlight that the impugned order would be bad in law because of the failure to assign reasons while passing the said order will come to their rescue as the Appellants themselves have failed to effectively argue the matter on 25.08.2025, by failing to plead the alleged fact of non- service of the copy of the application upon them at the first available instance, Company Appeal (AT) (CH) No.124 & 125/2025 Page 23 of 25 before choosing to venture to argue the application on merits. Hence upon passing of an order against them, they would now be estopped from taking a stand, that the proceedings were vitiated because they were not served with a copy of the application.
32. Though, there had been quite elaborative argument extended by Ld. Senior counsel for the Appellants, we are of the view that, the nature of the order, which has been subjected to challenge in this Company Appeal, is in the shape of an interlocutory order, being an interim arrangement, made by the Tribunal during the adjudication process of the main lis, in order to prevent miscarriage of justice during the pendency of the lis. Besides that, the Appellants, under the normal process of law, should have filed the application for vacation of the interim order first, in case they were aggrieved by it, and solicited appropriate orders before approaching the superior forum for availing judicial remedy.
33. In these eventualities, reserving all rights of the parties to the Appeal, to be agitated before the learned Tribunal, the Appellant herein is directed to file an appropriate Stay Vacation Application, seeking vacation of the stay order dated 25.08.2025, with a request to the learned Tribunal to take up such application for consideration, in case if it is filed and to decide the same on merits, before taking a call on the principal company petition. It would be open Company Appeal (AT) (CH) No.124 & 125/2025 Page 24 of 25 for the parties to the Appeal to raise all their contentions at the stage when the stay vacation application is being considered by the Ld. Tribunal.
34. It has been informed by the appellant that the next date fixed before the learned Tribunal is 09.10.2025. It is hoped and trusted that the learned Tribunal will make all efforts to decide the stay vacation application if it is filed, before the next date fixed and if it is not possible for any reason, then at least within a period of 3 weeks thereafter of uploading of this order.
35. Subject to above, these 'company appeals' lacks 'merit', and the same is accordingly 'dismissed'. All the pending interlocutory applications would stand closed.
[Justice Sharad Kumar Sharma] Member (Judicial) [Jatindranath Swain] Member (Technical) 03/12/2025 SN/MS/AK Company Appeal (AT) (CH) No.124 & 125/2025 Page 25 of 25