Ashish Jyotindra Bhuta vs Kuntal Granites Private Limited & Ors

Ashish Jyotindra Bhuta, residing at No. 272, 7th Floor, Embassy Pristine, Iblur, 6th Main Road, Near Suncity Apartments, HSR Layout, Bengaluru - 560102 ... Appellant

V

M/s. Kuntal Granites Private Limited, Having registered office at S.No. 58/1B, Addaguriki, Rawthupalli Village, Kammandoddi Post, Dasanapuram Road, Krishnagiri, Hosur, Tamil Nadu, India - 635109 ... Respondent No.1

Mr. Mahesh Chhotalal Gandhi, residing at No. 7/8, Nav Krishnakunj, 212, Walkeshwar Road, Mumbai - 400 006 ... Respondent No.2

Mrs. Kajal Ashish Bhuta, residing at No. 272, 7th Floor, Embassy Pristine, Iblur, 6th Main Road, Near Suncity Apartments, HSR Layout, ... Respondent No.3 Bengaluru - 560102

Present : For Appellant : Mr. Ashwin Shanbhag, Advocate For Respondents : Mr. Sai Srujan Tayi, Advocate for Caveator

Comp App (AT) (CH) No. 05 / 2026 Page 1 of 4 ORDER

(Hybrid Mode)

23.01.2026:

Oral Judgment : Justice Sharad Kumar Sharma, Member (Judicial):

1. Heard Ld. Counsels for the parties.

2. The challenge as given by the Appellant in the instant Company Appeal, is

to the order of Ld. NCLT dated 12.12.2025 in CP No. 130(CHE)/2025 being the

proceedings carried under Section 241 & 242 of the Companies Act, 2013. The

impugned order is seen to be in the shape of being an Interlocutory Order, which

being procedural in nature, may not be having any iota of effect of deciding any

right of the parties to the proceedings of the aforesaid Company Petition No. 130

(CHE) / 2025 which is yet to be decided on merits.

3. In the said proceedings of the Company Petition, the Petitioner through his

Counsel had sought for a number of reliefs including declaring of EGM

proceedings of 10.12.2025 and consequences arising therefrom as null and void

and a fair valuation of shares held by him in the Respondent No. 1 Company by

an Independent Valuer under the supervision of Ld. Tribunal. This aspect, we are

not embarking or remarking upon in any manner. The Ld. Tribunal on the issue

of fair valuation had carved out an exception, which is rather a procedural

exception that the proposal being offered by the interested buyers to buy the

Comp App (AT) (CH) No. 05 / 2026 Page 2 of 4 shares of the Respondent No. 1 Company needs to be considered and for that

purpose, and directed Respondent Nos. 2 & 3 to share the details of the said

proposal with the Appellant.

4. The Ld. Tribunal had further directed the Petitioner / Appellant herein to

submit his response within two weeks of the submission of the proposal by the

Respondent Nos. 2 & 3.

5. Up to this stage, there is no factual dispute. The Appellant alleges that he

is being compelled to give his response to the said proposal, which is bad in law.

We feel that Appellant's rights are not affected in any way till this point of time.

Only precaution which we think is apt to be observed and is required to be taken

is that in order to meet the legislative spirit of the provisions contained under

Section 424 of the Companies Act, under which the proceedings under the

Companies Act, are to be guided by natural justice, upon submission of the

proposal by Respondent No. 2 as directed by the impugned order and upon

submission of the response by the Petitioner, before any call is made finally on

the proposal thus submitted by Respondent No. 2 & 3, the Ld. Tribunal will

ensure that the parties are given an effective hearing, before the proposal is acted

or considered determining an aspect of dispute on merits.

Comp App (AT) (CH) No. 05 / 2026 Page 3 of 4

6. Subject to the above, the Company Appeal (AT) (CH) No. 05 / 2026, would

stand closed. The connected pending Interlocutory Applications, if any, would

too stand closed.

[Justice Sharad Kumar Sharma] Member (Judicial)

[Jatindranath Swain] Member (Technical)

SR/MS/AK

Comp App (AT) (CH) No. 05 / 2026 Page 4 of 4