Amit Somaiya vs Interactive Manpower Solutions ...

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NATIONAL COMPANY LAW APPELLATE TRIBUNAL PRINCIPAL BENCH NEW DELHI COMPANY APPEAL (AT) NO.247 OF 2025 In the matter of Mr Amit Somaiya & Another Appellant Vs Interactive Manpower Solutions Pvt Ltd & Ors Respondent For Appellant: Mr. Abhijit Sinha, Sr. Advocate with Mr. Abhishek Anand, Ms. Smiti Tewari, Mr. Vikram Bajaj, Mr. Shreyas Lele, Ms. Shivani Sharma & Mr. Nikhil Singh, Advocates For Respondent: Ms. Aishwarya Kaushiq, Ms. Vasudha Chadha & Mr. Vaibhav Chaturvedi, Advocates for R1. Mr. Vivek Kohli, Sr. Advocate with Mr. Prashant, Ms. Karishma Motla, Advocates for R2-5.

ORDER

HYBRIDE MODE

08.10.2025: IA No.6023/2025: This is an application filed by the appellant

under Section 31 of the NCLAT Rules, 2016 seeking exemption from filing

certified copy of the impugned order dated 16th September, 2025 passed by the

Ld.NCLT Ahmedabad Bench in CP No.56/AHJM/2025. The reasons for non-

filing of the certified copy of the impugned order along with the appeal are given

in the application. Considering the submissions made by the learned counsel

for the appellant the IA is allow subject to filing of certified copy of impugned

order within two weeks from today.

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Company Appeal (AT) No.247/2025

2. This appeal is filed against the impugned order dated 16.09.2025 passed

by the Ld. NCLT Ahmedabad Bench in Company Petition No.56/2025 whereby

the Ld. NCLT declined to grant interim relief to the appellants.

3. On 11.09.2025 the appellant filed a company petition before the Ld. NCLT

seeking various interim and ad-interim relief. The appellant sought a stay on

the effect and operations of the resolution passed in a purported meeting held

on 08.09.2025 and also a meeting to be held on 16.09.2025. The Ld. NCLT

refused to interfere to grant an interim relief to the appellants.

4. The crux of the argument of the Ld. senior counsel for the appellant is no

meeting took place on 08.09.2025. He relied heavily upon a document at page

258 of the appeal paper book to show the meeting of 08.09.2025 was initiated at

6:30 p.m., when the appellants as well as Mr Timothy David Anderson and Ms

Rhona Lynee Driggs, all being directors, participated but the meeting ended on

6.51 PM without any decision etc. and such meeting was then closed and

adjourned to a further date. It is submitted the other two directors Mr Timothy

David Anderson and Ms Rhona Lynee Driggs thereafter reconvened the meeting

at 6.51 PM and passed certain minutes; the draft of which is at Page 265 of the

appeal paper book. It is submitted in the said meeting, these two directors,

representing Respondent No.1 company, declared interim dividend to an extent

of Rs.45 crores. Thus the crux of submission of the learned senior counsel for 3

the appellant is the meeting never took place on 08.09.2025 and as such no

reliance could be placed on minutes dated 08.09.2025. Heard.

5. Admittedly Respondent No. 2 is a major shareholder, holding 71.86% of

the shareholding. It is not out of place to mention that on 08.09.2025 the

Chairman of meeting was Ms. Rhona Driggs and it is their allegation that both

Mr. Anderson and Ms. Driggs were kicked out of the meeting and then they again

joined and it was without permission of Chairman, the appellants left. Moreso,

admittedly a meeting took place later between the directors on 16.09.2025

wherein all the decision taken in the meeting dated 08.09.2025 were rather

ratified.

6. It was perhaps in these circumstances, the impugned order was passed by

the Ld. NCLT wherein the Ld. NCLT refused to grant an ad-interim relief as it

apparently found no violation of Articles of Association qua quorum etc. of

meeting dated 08.09.2025. Rather it is duly noted in the impugned order the

appellants participated in the meetings dated 08.09.2025 and 16.09.2025 and

had raised certain objections against appointment of another director and also

on disbursement of interim dividend and such objections were noted and then

decision was taken.

7. Further we find from the impugned order that before the Ld. NCLT, the

appellants pressed only for interim relief stated in Clause (d) of their interim

application, without seeking stay of disbursement of interim dividend. Rather

the learned counsel for the appellant did not object to the interim dividend being 4

declared as was not contrary to the legal provisions and there being no violation

to any regulation.

8. In the circumstances, we are not inclined to interfere in the impugned

order as it was only an ad-interim order and now the application for interim relief

is listed before the Ld. NCLT on 30.10.2025. Hence the appeal is dismissed with

a request to Ld. NCLT to take up the said application on the date fixed and hear

the arguments and dispose it of as expeditiously as possible.

(Justice Yogesh Khanna) Member (Judicial)

(Mr. Ajai Das Mehrotra) Member (Technical) Bm/md