Dr. Sunny Davis Ayyala vs Thrithva Healthcare Private Limited & ...

NATIONAL COMPANY LAW APPELLATE TRIBUNAL AT CHENNAI (APPELLATE JURISDICTION) Company Appeal (AT) (CH) No. 52/2025 (IA Nos. 590 & 591/2025) In the matter of: DR. SUNNY DAVIS AYYALA, S/o.David Manohar Raj Ayyala, R/o.Flat No. 401, Anokhi Aparupa Apartments, Kavuri Hills, Madhapur, Hyderabad, 500 033. ...APPELLANT V M/S. THRITHVA HEALTHCARE PRIVATE LIMITED, a company incorporated under the Companies Act, 2013 and having its registered office at 1-19-35, Plot No.29, HIG-A, Sy. No. 461 to 469, Sainathapuram Road, Dr.A.S.Rao Nagar, Hyderabad, 500 062. ...RESPONDENT NO.1

DR. MUDUMALA ISSAC ABHILASH, S/o. Mudumala Issac Jayakumar, aged about 38 years, Occ: Gastroenterologist, R/o. H.No.6-4-510, 511/204, Bholakpur, Krishna Nagar Colony, Musheerabad, Hyderabad, 500 020. ...RESPONDENT NO.2

M/S. VARALAXMI HEALTHCARE PRIVATE LIMITED, CIN:U85100TG2020PTC144604, Having its registered office at: Flat No.201, Kalyan Nagar III, Moti Nagar, Hyderabad, Telangana, 500 018. ...RESPONDENT NO.3

SMT. SMITHA MANNEPALLI, D/o. Mannepalli Moses, R/o. Flat No.201, KVK Homes, Above Sagar Bhai Jewellers, Mothi Nagar, Balanagar, Hyderabad, Ranga Reddy District, Telangana, 500 018. ...RESPONDENT NO.4

Comp App (AT) (CH) No. 52/2025 Page 1 of 15 SMT. S. SWARNALATHA, D/o. K.Sheshapani, R/o. 15-140, R.T.Street, Guntakal, Anantapur, Andhra Pradesh, 515 801. ...RESPONDENT NO.5

DR. POORNIMA KOMATI, S/o. Mr. Komati Narsing Rao, aged about 33 years, Occ: Doctor, R/o. 8-3-195/7, Vengal Rao Nagar, S.R.Nagar, Hyderabad, Telangana. ...RESPONDENT NO.6

SMT. PYATA SWAPNA, D/o. V. Venkat Reddy, R/o. 1-7-94/1, Police Lines, Byapalle (Rural), Mahabubnagar, Telangana, 509 001. ...RESPONDENT NO.7

M/S. ANCHARON HEALTHCARE PRIVATE LIMITED, CIN: U86909TS2023PTC171139, having its office at: 3-225/SH/301, F.No.301, Sterling Heights, Kavuri Hills, G.B.Pet, Shaikpet, Hyderabad, 500 033. ...RESPONDENT NO.8

MR. VEERASWAMY SELVARAJ, Administrator, Thrithva Healthcare Private Limited, R/o. No.120, Fourth Cross, Rajiv Gandhi Nagar, Sowripalayam, Coimbatore, Tamil Nadu, 641 028. ...RESPONDENT NO.9 Present : For Appellant : Mr. Rithesh Kallepu, Advocate For Respondents : Mr. Y. Suryanarayana, Advocate for R2

JUDGMENT

(Hybrid Mode)

Comp App (AT) (CH) No. 52/2025 Page 2 of 15 [Per: Justice Sharad Kumar Sharma, Member (Judicial)]

Before this Appellate Tribunal, are the proceedings as it has been placed under

debate by the Appellant, being aggrieved by the impugned order of 10.03.2025, as

passed in C.P. No. 69/241/HDB/2023 and the connected interlocutory applications

being I.A.(CA) No. 133 of 2024 and I.A.(CA) No. 101 of 2024, and IA(CA) No.

157/2024 which were the proceedings that, was carried before the Ld. NCLT

Hyderabad bench under Section 241 to be read with Section 242, Section 59 and

Section 213 of the Companies Act.

2. The Appellant in the instant company appeal, was Respondent No. 2 in the

principal proceedings before the Ld. Tribunal, which had been decided by the

impugned order, wherein the Ld. Tribunal, while answering the questions / point of

determination, passed an order, thereby issuing a number of directions in the matter

of rectification of the Register of members of Respondent No. 1 Company, refund

of amounts misappropriated by the Appellant and Respondent No. 2, extension of

tenure of the Administrator by 6 months, conduct of EGM and filing of required

reports with RoC, appointment of a valuer and valuation of the Shares of Respondent

No. 1 company for the purpose of share buy out by either of the parties, the

methodology of offer of share buy out and the option of resorting to winding up of

the Respondent No. 1 company in case buy out of shares does not materialize.

3. The operative part of the said impugned order is extracted below: -

Comp App (AT) (CH) No. 52/2025 Page 3 of 15

"92. In view of our answers to the points considered by us, we issue following directions:

I. We direct that register of members of 1st Respondent Company is to be rectified as they stood prior to the execution of the Share Transfer Forms dated 27.10.2021 which is as follows:

A. Mudumala Issac Abhilash : 5,000 shares B. Sunny Davis Ayyala : 5,000 shares

The 1st Respondent Company is accordingly directed to make necessary changes in the register of members and report the same to the Registrar of Companies (RoC), Telangana for updating the register of members of 1st Respondent Company.

II. The Petitioner and respondent are directed to refund the amount which is misappropriated by them from the funds deposited by Respondent No.8 under the Investment Agreement dated 08.05.2023 in the form of share application money, as reported by forensic auditor. The following amounts are to be refunded to the 1st Respondent Company by the Petitioner and Respondent No.2:

Petitioner : Rs.9,00,000/- (Rupees Nine Lakhs Only)

Respondent No.2 : Rs. 2,03,00,000/- (Rupees Two Crores Three Lakhs Only) within 30 days from the date of this order. III. Though forensic auditor has also reported some other misappropriations by both the sides but we are not ordering recovery of the same as it is not fully confirmed by the forensic auditor.

IV. Until further orders, the Board of 1st Respondent Company shall remain suspended and the Learned Administrator Mr. Selvaraj is directed to continue for a further period of six (6) months as Administrator of 1st Respondent Company on the same terms and conditions as set out at the time of his appointment. In the meantime,

Comp App (AT) (CH) No. 52/2025 Page 4 of 15 Administrator is also directed to explore the possibilities of leasing out the hospital of 1st Respondent Company on a monthly rental basis.

V. Learned Administrator is further directed to conduct the EGM of the 1st Respondent Company for the financial year 2023-24 within 30 days from the date of this order and file necessary compliances with the Registrar of Companies, Telangana and other statutory authorities. The Registrar of Companies (RoC), Telangana is directed to enable the Learned Administrator for necessary filings of 1st Respondent Company.

VI. Mr. Govada Venkata Subba Rao, is appointed as valuer for valuation of the shares of 1st Respondent Company for the purpose of buy out and is directed to submit the valuation report in 30 days from the date of taking charge as valuer. The details of the valuer are as follows: Govada Venkata Subba Rao, R/o. Block A - 05, Flat No. 106, Rajiv Swagruha Apartments, Anand Nagar, GSI Bandlaguda, Hyderabad, Telangana - 500068. Email: govada.subbarao1@gmail.com Mobile: 8019062958.

The remuneration for valuer is fixed at Rs. 1,50,000/- in addition to actual expenses on transportation etc., incurred by him.

VII. Upon obtaining the Valuation report, Administrator is directed to forthwith give first offer to the Company Petitioner to buy out the shares of the first respondent company, within a period of 1 month from the date of submission of the valuation report by the Valuer. VIII. The company petitioner shall convey his decision of accepting or rejecting the proposal of buying out the shares of first respondent company within a period of 15 (fifteen) days from the date of offer given to him by the Administrator.

Comp App (AT) (CH) No. 52/2025 Page 5 of 15 IX. If the petitioner agrees to buy out the shares of first respondent company within the time stipulated as above, the Respondent No. 2 is bound to accept the offer and exit from first respondent company.

X. In case company petitioner is not ready to buy out the shares of Respondent No.2 within the stipulated time of three months the next offer shall be given to the Respondent No.2 and the Respondent No.2 shall convey its decision of accepting or rejecting the proposal of buying out the shares of the Petitioner within a period of 15 (fifteen) days of offer.

XI. If the company is acquired by either of the party with the exit of the opponent party, the Administrator is directed to report the same to the Tribunal immediately, so that appropriate orders can be passed for taking control of the company by the acquirer.

XII. In case no party evince interest in buying out the shares of the other party, the Administrator is directed to report the same as well, so that appropriate winding-up orders under Section 242(1) (b) of The Companies Act, 2013 can be passed on the grounds and facts of the case that it is just and equitable that the company should be wound up. XIII. The Administrator is directed to ensure necessary compliances before the concerned statutory authorities including but not limited to filings under The Companies Act, 2013."

4. The Appellant seeks to challenge the said impugned order, especially the

directions given in the matter of extension of tenure of Administrator, refund of Rs.

203 lakhs by Appellant, rectification of Register of Members and the modalities for

buy out of shares by either party.

5. When the company appeal was taken up as fresh, this Appellate Tribunal by

an order of 21.04.2025, had issued notices to the Respondents, and in compliance

Comp App (AT) (CH) No. 52/2025 Page 6 of 15 thereto, as per the report of the Registry, dated 18.04.2026, the Respondent No. 2

has put in appearance and has been contesting the proceedings, and no other

Respondent has put in appearance to oppose the motion of the company appeal.

6. During the course of the proceedings of this company appeal an issue that

cropped up for consideration, at the behest of Ld. Counsel for the Respondent No.

2, Mr. Y. Suryanarayana which was that as per the directions issued by the impugned

order dated 10.03.2025, valuation of share of Respondent No. 1 company was done,

Respondent No. 2 was given the offer to buy out shares of Appellant, pursuant to

the offer he has already paid the amount and the same has already been accepted and

encashed by the Appellant. Hence, the contention of Respondent No. 2, has been

that once the amount has already been remitted and accepted by Appellant too, in

compliance with the impugned order, in fact nothing survives in this company appeal

and no cause of action prevails qua the Appellant to pursue the company appeal any

further.

7. This stand taken by the Ld. Counsel for Respondent No. 2 had been refuted

by the Ld. Counsel for the Appellant, contending thereof that, even if the amount in

compliance with the impugned order has already been remitted by Respondent No.

2 and the same has been accepted by the Appellant, but still it doesn't preclude the

Appellant to continue with the appeal for putting a challenge to the impugned order

of 10.03.2025 on its own merit.

Comp App (AT) (CH) No. 52/2025 Page 7 of 15

8. The factum of having received the amount, paid by the Respondent No. 2,

pursuant to the share buy out offer, is a fact, which has not been denied by the

Appellant. However, the Appellant, during the course of argument, has taken a stand,

that acceptance of the amount under the order will not amount to be a waiver of the

right of the Appellant to put a challenge to the impugned order itself. This has been

responded by the Ld. Counsel for the Respondent contending that the Appellant

under law cannot be permitted to approbate and reprobate, by receiving the money

which was paid to him pursuant to the directions issued by the impugned order on

one hand and simultaneously pursue the appeal against the very same order, on the

other.

9. Accordingly, in the proceeding held on 29.07.2025 the Ld. Counsel for the

Respondent took the position that if the Appellant still wants to pursue the appeal on

its merit, then he should refund the amount already received under the order along

with the interest payable on it at the rate of 24%, so as to crystallize his rights, to

argue the appeal on merits. On this point, Ld. Counsel for the Appellant sought an

adjournment from this Appellate Tribunal to complete his instructions.

10. Further, in the proceeding that was held on 31.07.2025, the Appellant prayed

for further time to complete his instructions and to place an affidavit to that effect

on record. And upon the instructions, being completed, the Ld. Counsel for the

Appellant had filed an affidavit on 03.08.2025 wherein, apart from narration of the

other facts of litigation that, was going on between the parties, the Appellant had

Comp App (AT) (CH) No. 52/2025 Page 8 of 15 taken the following stand as contained in para 3 and 4, which is extracted hereunder:

-

"03. I further submit that without even waiting for me to present the above mentioned cheque, the Respondent No. 9 went ahead and filed an Interlocutory Application No. 139 of 2025 before the Hon'ble National Company Law Tribunal reporting compliance of order dated 10.03.2025 and further sought the leave of the Hon'ble NCLT to transfer my entire shareholding to the second respondent. The said I.A.No. 139 of 2025 was allowed by the Hon'ble National Company Law Tribunal, Hyderabad Bench on 23.06.2025 and my 5000 shares (originally 5200, rectified to 5000 pursuant to the impugned order dated 10.03.2025) stands transferred to the second respondent vide its orders dated 23.06.2025. It is further submitted that as on date, the register of members of the first respondent company stands rectified to reflect only the second respondent as the holder of 100% equity."

"04. I was informed by my counsel on record before this Hon'ble Appellate Tribunal that a question fell from the bench during the hearing on 29.06.2025 as to whether I am willing to return the amount of Rs.2,47,45,000/- I received pursuant to the buyout of my 5000 shares in the first respondent company with interest of 24% per annum from the date of receipt till repayment immediately. I submit that, as the Hon'ble Appellate Tribunal did not order a stay of the order dated 10.03.2025, my entire share holding in the first respondent company now stands transferred to the second respondent. I further submit that I had no other option but to accept the amount of Rs. 2,47,45,000/- and I have accepted the amount without prejudice to my rights being agitated in the present appeal. I further undertake to return the entire amount of Rs. 2,47,45,000/- along with prevailing bank rate of interest applicable on fixed deposits in the event of the present appeal being successful."

Comp App (AT) (CH) No. 52/2025 Page 9 of 15 11. It is quite explicit, in view of the stand taken by the Appellant in response to

the order of 31.07.2025, passed by this Appellate Tribunal, that the Appellant has

admitted the fact that, the Respondent No. 9, had issued a cheque Bearing No.

003428 for an amount of Rs. 2,47,45,000/- to the Appellant, and it was delivered by

the Respondent No. 2, to the Appellant through a speed post dated 22.04.2025. The

Appellant instead, has attempted to twist the stand taken by him pertaining to the

remittance of the amount by Respondent No. 2 through Cheque No. 003428, by

contending that immediately after remittance of the said amount by Respondent No.

2, Respondent No. 9 (Administrator) had filed an interlocutory application, being IA

No. 139/2025 before the Ld. NCLT seeking transfer of the entire shareholding to of

the Appellant to Respondent No. 2, which was allowed by Ld. NCLT, and he had

no time to react to the same, and hence, he had to encash the said cheque.

12. The said IA No. 139/2025, came up for consideration before the Ld. Tribunal,

and the Ld. NCLT Hyderabad, by virtue of an order on 23.06.2025, observed that,

originally 5,200 shares of the Appellant, which is now rectified to 5,000 shares in

pursuance to the impugned order dated 10.03.2025, would stand transferred to the

Respondent No. 2, and in compliance of the said order, the Register of Members of

the Respondent No. 1 Company, has been accordingly rectified reflecting

Respondent No. 2 as the holder of 100% equity shares, of the said company.

13. The Ld. Tribunal in the said order of 23.06.2025 has recorded that there had

been no dispute pertaining to the valuation of shares of M/s. Thrithva Healthcare

Comp App (AT) (CH) No. 52/2025 Page 10 of 15 Private Limited, that the Administrator, offered Respondent No. 2 herein to buy out

the shares of Respondent No. 1 Company held by the Appellant by an email dated

07.04.2025 and that the same was accepted by Respondent No. 2 on 19.04.2025. The

Ld. Tribunal has also observed that, the acceptance of offer of the Administrator of

buying out M/s. Thrithva Healthcare Private Limited by Respondent No. 2 was

communicated to Appellant, by the Administrator through his email dated

19.04.2025 and 20.04.2025, wherein the bank account details were also sought for

transfer of the amounts for the buyout of shares from the Appellant.

14. In these eventualities, where the contents of aforesaid email was not disputed,

where no dispute was raised pertaining to the buyout of shares, and no response was

ever received from the Appellant herein, who was Opposite Party No. 3 to the IA

No. 139/2025, to the said email communications referred to herein above, and when

the buyout acceptance letter of Respondent No. 2 along with the cheque was made

available to Appellant through post, he not only accepted the same, but also encashed

the cheque, it will be deemed that he has accepted the buy out offer and consequently

the directions contained in the impugned order too.

15. The Ld. Tribunal in its order dated 23.06.2025, referred to the extract /

observation made in the impugned order of 10.03.2025, in para 16 (ix), which reads

as under: -

"IX. If the petitioner agrees to buy out the shares of first respondent company within the time stipulated as above, the

Comp App (AT) (CH) No. 52/2025 Page 11 of 15 Respondent No. 2 is bound to accept the offer and exit from first respondent company"

and then, came to the conclusion as under: -

I. The buy out transaction as reported by Learned Administrator through this Application is confirmed and consequently, Respondent No.1 is to be treated as the sole shareholder of M/s. Thrithva Healthcare Private Limited having CIN: U85110TG2021PTC152688 from today i.e., 23.06.2025.

II. The Applicant/Administrator is directed to update the necessary records and file the same with the Registrar of Companies (RoC), Telangana within 7 days from the date of this order and report compliance of the same to this Adjudicating Authority within 15 days from the date of this order.

III. The Applicant is to continue as the Administrator of M/s.

Thrithva Healthcare Private Limited for the period as mentioned in the order dated 10.03.2025 in C.P. No. 69/241/HDB/2023."

16. This order of 23.06.2025 is not shown to have been challenged, not even

during the course of the proceedings of this company appeal, till the issue was raised

by Respondent No. 2, that the buyback of shares by Respondent No. 2 stood

completed. Further, consequent to the order of 23.06.2025, the buyout transactions

stands confirmed and the Respondent No. 2 stands to be treated as to be the sole

shareholder of M/s. Thrithva Healthcare Private Limited (Respondent No. 1), and

the records of the RoC Telangana have accordingly been updated.

Comp App (AT) (CH) No. 52/2025 Page 12 of 15

17. The Respondent has taken the stand that, in the absence of there being any

interim order granted in the appeal, it was always open to him to act upon the

impugned order in the manner known to law, and accordingly he has accepted the

buy out offer and remitted the required amount of Rs. 2,47,45,000/- to the Appellant

by Cheque No. 003428.

18. The Appellant contends that even though he has accepted the buyout

directions, there are some other issues, which have been agitated in the present

appeal, such as the finding of the Ld. NCLT that the Share Transfer Agreement dated

10.11.2021 provided for the swapping of shares and that the Appellant has to refund

an amount of Rs 2,03,00,000/- to the Respondent No. 1 Company which need to be

considered on merit and hence the appeal has not been rendered infructuous.

19. The Appellant also refers to the issues brought out by the first Forensic Audit

Report which are contrary to the findings in the impugned order. However, it is

rather unfortunate that, while making reference to the said Forensic Report,

Appellant, has not disclosed that, the said Forensic Report was "already rejected"

and when the rejection order was put to challenge by the Appellant in a company

appeal, being Company Appeal (AT) (CH) No. 15/2025, the rejection of the said

Forensic Audit Report has been affirmed by this Appellate Tribunal by our judgment

passed on 14.02.2025 and the matter is informed to have attained finality, meaning

thereby for all practical purposes as of now, reading of the Forensic Audit Report

will not be valid for deciding the instant company appeal.

Comp App (AT) (CH) No. 52/2025 Page 13 of 15 20. Owing to the aforesaid circumstances and the facts, which has not been denied

by the Appellant, and particularly in context of the order dated 23.06.2025, as it was

passed on I.A.(CA) No. 139 of 2025 preferred by Respondent No. 9 (Administrator),

to the company appeal, when the aspect of buyback of shares by the Appellant has

already been accepted and placed on record by the order of 23.06.2025, the order

dated 10.03.2025, which is impugned in the instant company appeal, in fact it stands

satisfied, and nothing survives for the Appellant to put a challenge to the directions

that has been given in the order, in favour of the Respondents, as contained in para

92 of the impugned order.

21. Ultimately the directions contained in said para 92, of the impugned order

dated 10.03.2025, were with regards to the share buy out, rectification of register of

members, and for refund of the amount, misappropriated by the Appellant and since

buyback of the shares by the Respondent No. 2 has been completed and affirmed by

Ld. NCLT vide its order of 23.06.2025, not much material survives in this appeal to

be pressed by the Appellant, since the basic vertebra of the entire controversy has

gone with the acceptance of the share buy out amount by the Appellant, as settled

by Respondent No. 2. Hence for all practical purposes, the cause for the Appellant,

to pursue the appeal henceforth does not survive anymore, owing to his own

established conduct, and by judicial proceedings.

22. We are of the firm view that, the company appeal at the behest of the

Appellant does not survive to be pressed in the light of the unchallenged order dated

Comp App (AT) (CH) No. 52/2025 Page 14 of 15 23.06.2025 that, was passed in I.A.(CA) No. 139 of 2025. Accordingly, the company

appeal would stand closed subject to the above observations. All pending

interlocutory applications would too stand closed.

[Justice Sharad Kumar Sharma] Member (Judicial)

[Jatindranath Swain] Member (Technical)

27/08/2026 SN/MS/AK

Comp App (AT) (CH) No. 52/2025 Page 15 of 15