Bijay Kumar Mandhani & Ors vs Ashok Kumar Mandhani & Ors

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