Jai Lakhani & Ors vs Nosso Vagator Hotel And Resorts Private ...

IN THE MATTER OF: Jai Lakhani & Ors. ...Appellants Versus Nosso Vagator Hotels and Resorts Pvt. Ltd. & Ors. ...Respondents Present: For Appellants : Mr. Gaurav Mitra, Sr. Advocate with Mr. Piyush Hans, Mr. Siddharth Chechani and Mr. Ranaditya Banerjee, Advocates.

For Respondents :

ORDER

(Hybrid Mode)

17.08.2026: The Appellant Nos. 1, 2 and 3, are the petitioners of the

Company Petition, being Company Petition No. 58 of 2026.

2. Brief facts, as it has been projected by the learned counsel for the

Appellant-Petitioner, had been that the Petitioner had preferred a petition

invoking the provisions contained under Sections 241 & 242 of the

Companies Act, 2013, alleging a continuous act of operation and

mismanagement into the affairs of Respondent No. 1 Company. The

allegations in pleadings was inclusive of an attempt to convene an

extraordinary general meeting.

3. Brief backdrop was that the company of Respondent No. 1, was shown

to have been incorporated by Petitioner Nos. 2 & 3 of the Company Petition,

along with Respondent Nos. 2 & 3 for extension of hospitality services in

Anjuna, Goa. A detailed memorandum of understanding was entered into between the parties on 10.01.2023, which stipulated parameters for

regulating the commercial understandings, as well as, the intense financial

obligations, related to mutual participation and a collective decision-making

process in relation to the project for which they have entered into the

memorandum of understanding on 10.01.2023.

4. In the petition, it was contended by the Appellant that, with the

passage of time, the Respondent Nos. 2 & 3 turned to be dubious and

untrustful and gradually started assuming unilateral powers, taking

unilateral decisions which were directly impacting the vital affairs of the

company, including the aspects pertaining to the unilateral control,

financial and operational affairs of the company.

5. It was contended by the Appellant in the Company Petition that, the

manner in which the Respondent Nos. 2 & 3 have started functioning and

engaging themselves in the Company affairs without honoring the terms and

conditions of the memorandum of understanding dated 10.01.2023, and

even without seeking any prior approval of the Board. To ensure

transparency and disclosure of all the vital facts to the Directors, any

alteration in the financial structure and its management would attract the

provisions contained under Sections 241 and 242 of the Companies Act,

2013.

6. Besides that, it was also alleged that the stipulations contained under

the binding terms of the memorandum of understanding, were knowingly

not followed, resulting in the convening of a meeting without complying with

the conditions of statutory period requirement and the procedure

2 of 13 contemplated under the law. There has been an apparent violation of

procedural compliance, including recording of the appropriate minutes of

the meeting after its prior circulation, resulting in the Appellant, being

conspired in a fashion to be excluded from the entire setup of the Company,

for which they have initially joined hands together for running and

hospitality services. Besides that, when statutory obligations started falling

on Respondent No. 1, pertaining to the taxing liabilities and the authorities

had drawn the proceedings against Respondent No. 1 that had automatically

led to the company of Respondent No. 1 being faced with the potential

penalties and financial liabilities, which was to be statutorily met. It is

because of that, it was alleged by the Appellant, that Respondent No. 4

issued a requisition seeking to convene an extraordinary general meeting

considering the issue of appointment of herself as a Director on the Board of

the Company of Respondent No. 1 and for the said purposes of considering

an adoption of the financial statements affecting the functioning of

Respondent No. 1. However, the Board in its meeting could not reach to any

consensus to carry out or convene the meeting. However, it was alleged by

the Appellant, that Respondent No. 4, with the support of Respondent Nos.

2 & 3, purported to convene an extraordinary general meeting, which was

apparently in violation of Section 100 of the Companies Act, 2013. There

had been various other proceedings, for example, that of determination of

lease on account of non-payment of the rent and the other breaches.

7. A civil suit too, has been filed before the Civil Court, Mapusa, Goa,

seeking termination of the leasehold rights.

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8. The act of Respondent No. 2, after having transferred about

₹6,77,74,850/-in the Company's account, treating it as to be an unsecured

loan even without there being any prior approval of the Board. It was, that

on 27.12.2025, when Respondent No. 4, had issued notice under Section

100 of the Companies Act, 2013, intending to convene an extraordinary

general meeting, for consideration of her appointment as a Director and for

the purposes of adoption of the financial statement for the financial year

2024-2025. The information was thus circulated by Respondent No. 4,

communicating the decision of the Board and also the notice issued by

Respondent No. 4 under Section 100(4) to convene an extraordinary

meeting, as proposed on 17.02.2026. It is based upon the aforesaid basic

facts and various other facets, which have been divulged by the Appellant in

the Company Petition. They prayed for the relief to the following effect: -

"95. In light of the aforementioned facts and circumstances, the Petitioners most respectfully pray that this Hon'ble Tribunal may be pleased to:

a. Declare the acts of Respondent Nos.2 to 4 as oppressive and prejudicial to the interests of the Petitioners, the minority shareholders and the Company under Section 241 and pass appropriate orders under Section 242;

b. Declare the unauthorised infusion of approximately ₹10 crores and its misclassification in the books as illegal, null and void ab initio;

c. Declare the Notice dated February 17, 2026 and the proposed EGM as invalid, ultra vires, mala fide and non est;

4 of 13 d. Direct a forensic audit of the accounts of Respondent No.1 for the last five financial years and refer the matter to the Serious Fraud Investigation Office under Section 212 for investigation into fraud under Section 447;

e. Regulate the affairs of Respondent No.1 and reconstitute the Board, if necessary, so as to protect the legitimate interests of the minority shareholders:

f. Award costs of this Petition to the Petitioners; and

g. Pass any other orders as this Hon'ble Tribunal may deem fit and proper in the interest of justice."

9. This Company Appeal is accompanied with a prayer for the grant of

interim relief, in which the relief that was sought by the Appellant was by

way of an injunction seeking a restraint Order as against the Respondents

from holding the extraordinary general meeting as scheduled to be held on

20.03.2026, or any other adjourned date, which may have a feature of

consideration of implementing any resolution plan that was proposed or put

to be passed, including the appointment of Respondent No. 4 as a Director.

The interim relief, that was prayed for is extracted hereunder:-

"a. Grant an ex-parte interim injunction restraining Respondent Nos.1 to 4, their servants, agents, assigns or any person claiming through them from proceeding with, holding, conducting or giving any effect whatsoever to the Extraordinary General Meeting scheduled on March 20, 2026, or any adjournment thereof, and from acting upon or implementing any resolution that may be proposed or passed therein, including the appointment of Respondent No.4 as Director of Respondent No. 1 Company;

5 of 13 b. Restrain Respondent No.4 from acting or holding herselfout as a Director of Respondent No.1 in any manner whatsoever;

c. Direct immediate inspection of all books of account, bank statements, statutory registers, minutes, vouchers and other records of Respondent No.1 by the Petitioners and/or by an independent chartered accountant to be appointed by this Hon'ble Tribunal;

d. Appoint an independent observer/ additional director on the Board of Respondent No.1 till the final disposal of this Petition to ensure transparency and protection of minority interest;

e. Direct that status quo be maintained in respect of the Board composition and shareholding pattern of Respondent No.1;

f. Pass such other interim orders as this Hon'ble Tribunal may deem fit and proper in the facts and circumstances of the case to prevent irreparable injury to the Petitioners and the Company."

10. In the said Company Petition, the Appellant/Petitioner, had filed yet

another interim relief application on 21.07.2026, praying for the grant of an

interim relief and primarily, at this stage of the proceedings of this Company

Appeal, the reliefs with, which we would be concerned would be reliefs (e)

and (g), which are extracted hereunder:-

"(e) Pending the hearing and final disposal of Company Petition No. 58 of 2026, restrain the Respondents from acting upon, implementing or giving effect to the resolutions proposed by Respondent No. 3 under her communication dated July 17, 2026;

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(g) Pending the hearing and final disposal of Company Petition No. 58 of 2026, direct the Respondents to maintain complete status qua with regard to:

(i) the shareholding pattern,

(ii) issued, subscribed and paid-up share capital,

(iii) beneficial ownership of shares,

(iv) voting rights,

(v) directorships

(vi) constitution of the Board of Directors, and

(vii) management and control of Respondent No. 1 Company;"

11. What has been tried to be impressed upon by the learned counsel for

the Appellant, is that, when in the interim relief, as it was prayed, it was

that the resolution proposed by Respondent No. 3, as communicated on

17.07.2026, may not be given effect to, pending hearing of the Company

Petition, there may not be any change in the shareholding pattern and the

accompanied status quo was prayed to be maintained. More importantly, in

the application thus preferred, the Appellants had prayed for staying the

implementation of notice dated 23.07.2026, proposing to convene the

meeting of the Board of Directors and the consequential extraordinary

general meeting proposed to be held in pursuance to the requisition and

email dated 17.07.2026.

12. It is that, when this application came up for consideration before the

learned Tribunal in the shape of I.A. No. 217 of 2026, the learned Tribunal

had proceeded to pass an Order, that the apprehension expressed by the

7 of 13 Appellant about the probable holding of the extraordinary general meeting

may not be an immediate threat, which the Appellant may be facing by way

their own premonition, because the Board's meeting will have to yet

consider seeking legal opinion regarding criminal and civil remedies for

recovery of the loss and damages. Besides that, and more importantly, that

the Board's meeting could only be conducted after compliance with the

provisions contained under Section 169 of the Act, which prescribes for

giving atleast 21 days' notice and an opportunity to effectuate, upon the

holding of the extraordinary general meeting would be ensured to be

granted.

13. Further, in this backdrop, the Appellant had approached this

Tribunal, challenging the Impugned Order which was passed while

considering the interim relief application on perusal of Impugned Order it

shows that in fact there was almost no order passed by the learned Tribunal

staying the proceedings of the extraordinary general meeting, as it was

proposed to be held in pursuance to the notice dated 17.07.2026. In

accordance with the resolution of 23.07.2026, the EoGM was conducted on

14.08.2026. At this stage, admittedly, it is not in dispute that the EoGM

dated 14.08.2026 was held, in which the Appellants had already been

ousted from the Directorship.

14. Learned counsel for the Appellant, while impressing upon us, to still

pursue the Appeal despite the fact that the resolution dated 23.07.2026

proposing to hold the extraordinary general meeting on 14.08.2026 has

already been carried out and the Appellant has already been ousted, the

8 of 13 Appellant still intended to press upon the Company Appeal against the

denial of the complete interim Order. The ground for pressing the Appeal

had been that the impugned Order happens to be in violation of the earlier

Order passed by the NCLT on 21.04.2026, which, if read in precision, will

almost lead to an inference that, based upon the finding recorded, the

nominee Director would be deferring the holding of the meeting till the next

valid EGM is convened.

15. The relevant observation made in the Order dated 21.04.2026 is

extracted hereunder:-

"...9. We, after hearing the rival contentions and considering the legal position, hereby set aside the appointment of Ms. Shivani Tibrewala. However, the primary concern of this Tribunal is to ensure that the company does not come to a standstill. We have noted that the company is already being managed with equal strength of directors in a 2:2 ratio,and therefore decisions are required to be taken in the interest of the company.

10. Accordingly, we hereby appoint Ms. Shivani Tibrewala as a nominee director till the next valid EGM is convened. We expect that steps shall be taken to convene the EGM within the shortest possible time with due intimation to all stakeholders. In the interim, no major decisions affecting the business of the company, alteration ofdirectorship, or reduction of shareholding shall be taken except in accordance with law and due process..."

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16. It is argued by the learned counsel for the Appellant that the

impression that was given by the finding recorded in the Order dated

21.04.2026, in fact no such resolution could have been carried to hold the

EGM, as it has been conducted on 14.08.2026 the contention raised by the

counsel for the Appellant may at the moment appeal to be quite alluring, but

what bearing would it had as regards to the subsequent voting of the EoGM

on 14.08.2026 would be a different matter altogether to be considered at a

relevant stage when the EoGM was permitted to be held despite of the

observations made in the Order dated 21.04.2026.

17. Be that as it may, whatsoever the foundation of the Appellant's claim

might have been in the Company Petition or the grounds of sustainability for

the grant of relief seeking a direction to maintain status quo or of the nature

of suspension of the proceedings to hold the EoGM, owing to the subsequent

development that has taken place, i.e., because of the extraordinary general

meeting that has been held on 14.08.2026, the Appellant has already been

ousted from his Directorship, which is a fact admitted. In that eventuality,

in the given set of changed circumstances, one of the typical questions that

would arise for consideration would be as to whether! when the Appellant

had already been ousted from the Directorship by the resolution dated

14.08.2026, whether at all the Appellant, in the present status of his as an

ousted Director, could at all challenge the impugned Order by which the

process of holding of the EoGM was challenged because of the denial to

grant the Interim Order.

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18. In fact, due to the EOGM having been conducted on 14.08.2026, and

the observations made in the Impugned Order that, if at all the EoGM was

required to be conducted, it had to be conducted after an advance notice of

21 days as per Section 169 of the Companies Act, 2013, the provisions as of

now do not require to be considered on merits because the Appellant no

more continue to be the Directors, which is an admitted fact. What effect the

exclusion of the Appellant would have would be a subject matter, which the

Appellant has to decide when Appellant puts, to challenge the EoGM dated

14.08.2026 in an appropriate manner before an appropriate forum as

reckoned under law.

19. As of now, if we take the present status of the Appellant in the context

of the relief sought in the interim application as extracted above and the

Order that has been passed by the learned Tribunal, which is presently

under challenge in the instant Company Appeal, i.e., 23.07.2026, it almost

dilutes the controversy so far as the consideration of the grant of interim

relief is concerned, for the reason being that the EoGM has already been

conducted on 14.08.2026 and the Appellant has been ousted from the

Directorship.

20. In these circumstances, it may not be a fit Company Appeal where we

could, because of the changed circumstances and developments, be called

upon to venture to address upon the propriety of the Order under challenge

in the instant Company Appeal, where the consideration had been about the

denial of the Interim Order as it was sought for by the Appellant in the

interim application preferred in the Company Petition.

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21. In these situations, while we hold the Company Appeal to have been

rendered infructuous, owing to the subsequent developments that had taken

place, we leave it open for the Appellant to resort to his appropriate recourse

as against the EoGM of 14.08.2026 by approaching an appropriate Court or

Tribunal as available to him under law. But what we observe herein is that

all contentions raised by the Appellant in the interim applications seeking a

restraint against the conduct of the EoGM and all the supporting grounds

taken in the application would still be left open for the Appellant to be

pressed into when he actually questions the EoGM of 14.08.2026.

22. The reason is that until and unless the Appellant rejuvenates his

stand in the proceedings, so as to sustain the proceedings in itself, he is not

in a position to put the clock back by praying for grant of a status quo ante

as prayed for in the interim application and as also attempted to be pressed

upon in the Instant Company Appeal. If that argument is considered, it

would amount to that we have been called upon to set aside the decision of

the EoGM of 14.08.2026, even without the same having been challenged by

the Appellant before appropriate judicial forum, by invoking the forum in

accordance with law.

23. Hence, by way of reiteration, while dismissing the Company Appeal as

withdrawn, leaving all contentions open for the Appellant to be put to

challenge at the stage when he challenges the resolution of his removal from

the Directorship, i.e., 14.08.2026, which obviously has to be considered by

the Tribunal on its own merits, without being influenced by any observation

12 of 13 made in the Impugned Order under challenge or by us in today's Order,

subject to the above, the Company Appeal would stand closed.

[Justice Sharad Kumar Sharma] Member (Judicial)

[ArunBaroka] Member (Technical)

[Indevar Pandey] Member (Technical) rashmi

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