Anil Kumar Seth vs Supercast Technologies Private ...

Company Appeal (AT) No.325 of 2026 IN THE MATTER OF: Mr. Anil Kumar Seth ...Appellant Vs. Supercast Technologies Pvt. Ltd. & Ors. ...Respondents

Present: For Appellant: Mr. Gaurav Mitra, Sr. Advocate with Mr. Karan Gandhi, Mr. Pratham Bansal, Advocates For Respondent: Mr. Mudit Sharma, Ms. Nandini Sharma, Mr. Shashank Shekhar Pandey, Mr. Ritesh Dhyani, Advocates for R-1, 2 and 4 Ms. Aditi Sharma, Advocate for R-3

ORDER

(Hybrid Mode) 31.08.2026 - The brief facts, as it engages consideration in the instant

Company Appeal, where the appellant of Company Appeal, questions the

impugned Order dated 25.08.2026, as it has been passed by the learned

NCLT, Allahabad Bench in Company Petition No.61/ALD/2026.

2. The company petition with the aforesaid details was instituted before

the Ld. NCLT, Allahabad, wherein the proceeding was being taken at the

behest of the appellant, under Sections 241-242 of the Companies Act, 2013.

A decree of declaration was sought by the appellant to declare the respondents

to be guilty of act of oppression and mismanagement and restraining the

respondents from taking any action towards removal of the petitioner from

the Board of Directors of the company till the petitioner was holding share in

Respondent No.1 company and further to direct for the cancellation of Notice

dated 05.08.2026 issued by the Respondent No.3 for calling the EGM of

Respondent No.1 company scheduled to be held on 31.08.2026 and to pass 2

the directions of cancellation of the provisional allotment transfer forms of

Supertech Emerald Court dated 07.05.2024, creating any rights in Unit

No.1101, Aster - 04, Supertech Emerald Court, Sector 93-A Noida, 0101,

Aster-3, Plot No.4, Sec 93-A Noida, and Unit No. 0604, Aspire 2, Plot No. 4,

Sec 93-A, Noida and such other properties.

3. While the proceedings of the company petition were pending

consideration, the Learned Tribunal proceeded to pass an Order dated

25.08.2026 which reads as under:-

ORDER

"1. Let the notices be issued to the non-applicant respondents.

2. Ld. Sr. Counsel representing the petitioner states that there is an EOGM being convened on 31st August, 2026, which is not conforming to the provisions of the Companies Act.

3. On the other hand, Ld. Counsel representing the non-

applicant/ respondents states with respect to convening of EOGM that the procedure has been fully complied with and even a communication dated 1st July, 2026, has been sent to the Respondent Company in compliance of Section 100 of Companies Act, which have been duly received. He seeks time to file reply as well as to place on record the said document on affidavit.

4. Let the same be done within a period of two weeks by supplying the advance copy to the other side.

5. It is needless to say that any decision taken in the meeting of 31st August, 2026 of the EOGM, shall be subject to the outcome of the present petition.

6. Rejoinder if any be filed within a period of ten days.

7. Let this matter be adjourned for further hearing on 24th September, 2026."

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4. By the Impugned Order of 25.08.2026, the learned Tribunal observed

in its Clause - 5 with which we would be more concerned that "It is needless

to say that any decision taken in the meeting of 31st August, 2026 of the

EOGM, shall be subject to the outcome of the present petition." It is this

part of the Order which has been put under challenge by the appellant in the

instant company appeal, contending thereof that, the direction for holding of

the extraordinary general meeting which was scheduled to be held on

31.08.2026, there had been no valid requisition as contemplated under

Section 100 of the Companies Act, 2013. Because the required requisition has

not been received by the Board of Directors of Respondent No.1 company.

Further that the Ld. NCLT had failed to appreciate the material circumstances

that had been divulged during the course of hearing while referring to the

letter of 01.07.2026 purported to have been issued by Respondent No.3, that

was alleged to be the hand written acknowledgement/receipt of Respondent

No.4 on behalf of Respondent No.1 company along with the signature.

5. It is based upon the aforesaid fact, it is argued by the respondent that

there had been a valid requisition as per Section 100 of the Companies Act,

2013 and hence, holding of the EOGM as proposed by the Notice of

05.08.2026 cannot be said to be bad in the eyes of law. The appellant's case

has been that the holding of the EOGM by virtue of notice of 05.08.2026, as

scheduled to be held on 31.08.2026, would be bad because according to the

appellant, he was holding 20% shareholding and was one of the active

directors of Respondent No.1 company and was exercising control of the major

affairs including discharging of fiduciary and statutory duties so as to protect

the interest of Respondent No.1.

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6. The Respondent No.1 company is shown to have been incorporated

under the name and style of Dolphin Habitat Pvt. Ltd. with effect from

25.10.2016 and because the appellant being one of the initial directors who

was in the helm of the affairs of the company, he was provided with a

residential accommodation, ever since when he was appointed as an

additional director of Respondent No.1 company and thereafter, as a director

on 14.09.2018. Initially, at the time of incorporation of Respondent No.2 in

2014, the company was named as Supertech Group and later on, it was

renamed as Dolphin Habitat Pvt. Ltd w.e.f. 2018 and presently it is

functioning under name of Supercast Technologies Pvt. Ltd.

7. The learned Counsel for the appellant, while putting a challenge to the

Impugned Order, had submitted that the manner in which the Notice of

05.08.2026, is shown to have been floated by the Board for holding an EOGM

on 31.08.2026, it was proposing for removal of the appellant as a director and

appointment of Respondent No.5 as a director, initiation of the process of

removal from the Board, is argued they all smack malice as there was no

valid cause, reasons or even resolution and the resolution of 05.08.2026

cannot be said to have satisfied the conditions of Section 100 of the

Companies Act, 2013.

8. In response to the proceedings, it has come on record that the

respondents made reference to a communication of 01.07.2026, that was

used as a purported requisition for holding of the EGM of 31.08.2026, but

however, it is argued by the Counsel for the appellant that so called

communication of 01.07.2026 cannot be relied with, for the reason being that 5

it was never served upon the appellant under the known process of law.

Besides that, the so called communication of 01.07.2026, since it did not find

any reference in the subsequent Notice of 05.08.2026, it would vitiate the

notice in itself and no EGM on 31.08.2026 could, therefore, be held for

consideration of removal of the appellant.

9. The Counsel for the appellant submitted that the entire proceedings is

maliciously oriented for the reason being that, the entire action that had taken

place was because when the appellant had floated the notice of 05.08.2026 at

11.15 a.m. for drawing the proceedings against Polwell Real Estates Pvt. Ltd.,

who had receivables of Rs.5, 28, 44,750/- due to be paid, as it was reflected

in the balance sheet of Respondent No.2 of 31.03.2025. The entire conspiracy

was hatched in order to oust the appellant from the management of the

company of Respondent No.1. He submitted that the very process of holding

of the meeting by issuing of notice of 05.08.2026 is rather counter blast to the

appellant's earlier notice of the same date i.e. 05.08.2026 of 11.15 a.m.

because the notice dated 05.08.2026 for holding of the EGM on 31.08.2026

was issued much later thereof at 08.41 p.m.

10. It is under all these proceedings, the Impugned Order has been passed.

Looking to the nature of the Order, it takes the shape of an interlocutory order

and even otherwise also, it is settled principal of law that the proceedings of

EOGM cannot be directed to be kept in abeyance by virtue of a judicial dictum,

because that has had to be carried in order to carry outthe mandate of the

board for holding of the EOGM.

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11. All the contentions raised by the appellant, questioning the propriety of

holding of the EGM in pursuance to the Notice of 05.08.2026, alleging it to be

malicious are not required to be ventured in the appellate jurisdiction owing

to the nature of the Order, which is under challenge. In fact, the appellant's

interest has been protected by the learned Tribunal, which while passing the

impugned order on 25.08.2026, as the decision taken in the EGM of

31.08.2026, has still been kept subject to the outcome of the company petition

since all the issues pertaining to the controversy as agitatedin the company

petition are yet to be decided on merits coupled with the fact that the

appellant's interest is already protected by Clause 5 of the impugned order,

which takes the shape of the interlocutory order, we do not feel that it is a fit

case to interfere on merits, for the reason being that at the stage when in any

judicial proceedings where an interlocutory order is passed and is put to

challenge,that is only an arrangement made during the proceedings of the

main proceedings since the main petition is still to be decided, we feel that at

this stage, it is not a fit case to be interfered by us in exercise of our appellate

jurisdiction. The Company Appeal lacks merits. The same is accordingly

dismissed.

[Justice Sharad Kumar Sharma] Member (Judicial)

[Arun Baroka] Member (Technical)

[Indevar Pandey] Member (Technical) rs/ravi