Krishnarjun Peethambaram & Ors vs Mr.Harishankar Peethambaram & Ors

In the matter of: DR. KRISHNARJUN PEETHAMBARAM No. 45, 9th Cross, Parimalanagar, Nandhini Layout, Bengaluru - 560 098. ...Appellant No. 1

Mrs. THARA PEETHAMBARAM No. 45, 9th Cross, Parimalanagar, Nandhini Layout, Bengaluru - 560 098 ...Appellant No. 2

V HARISHANKAR PEETHAMBARAM Plot No. SM3, 2 nd Cross, 3rd Stage, Peenya Industrial Area, Bengaluru - 560 058. ...Respondent No. 1

E- PARISARAA PRIVATE LIMITED No. B, 41/1, III Stage, Industrial Estate, Maruthi Nagar, Peenya, Bengaluru- 560058 ...Respondent No. 2

Present : For Appellants : Mr. PH. Arvindh Pandian, Senior Advocate & Mr. P.S. Raman, Senior Advocate For Mr. Gautam S Raman, Advocate For Respondents : Mr. KS. Bhargav & Mr. AM. Sridharan, Advocates ORDER

(Hybrid Mode) 02.04.2026:

[Oral Judgment: Justice Ashok Bhushan, (Chairperson)] Heard Learned Counsel for the Appellants as well as the Learned

Counsel appearing for the Respondent No. 1.

Company Appeal (AT) (CH) No. 40/2026 Page 1 of 4

The order impugned has been passed in proceeding under Section 241

& 242 on CA No. 158/2025, which was filed by the Respondent No. 1 herein.

The Respondent No. 2, The Company is a family company consisting of

Appellant No. 1 & 2 and Respondent No. 1.

2. The Company claimed to have passed a Resolution, removing

the Respondent No. 1, who was a Director of the Company, aggrieved by

which action, the Respondent No. 1 herein, who was a Director of the

Company filed petition under Section 241 & 242.

3. One of the prayers in the Section 241 & 242 was to declare the

removal of the petitioner as the Director illegal and to reinstate him to the

Board of Directors with full rights and privileges as per the Articles of the

Companies Act, 2013. In between, the Regional Director has issued certain

directions with regard to modifying certain allegations and charges against

the Respondent No. 1 and subsequently the ROC has not taken cognizance

of DIR 12. We are informed that the said order is under challenge before the

High Court under Writ Petition. By the order impugned, the Adjudicating

Authority has allowed CA No. 158/2025 and issued directions in Para 5, as

extracted below:

5. Under these circumstances considering the balance of convenience and damage that may likely to be caused to the Petitioner, we are of the considered opinion that in the interest of justice and in view of the Order of the RD, the Petitioner is directed to be considered as a continuing Director with the Respondent No.1 Company allowing him Company Appeal (AT) (CH) No. 40/2026 Page 2 of 4 to discharge his duties as Director in proper and lawful manner. This Interim direction will be in existence until the disposal of the C.P filed in C.P No. 94/BB/2025.

4. The Learned Counsel for the Appellant challenging the orders,

contends the fact that ROC has not taken cognizance of DIR 12, does not

tantamount to declare that removal of the Respondent No. 1 was illegal or

contrary to the provisions of the Companies Act, 2013.

5. It is submitted that the proceeding with respect to the DIR 12 is

procedural and shall not effect and shall have no consequence on the issues,

which were involved in Section 241 & 242. It is submitted that the NCLT,

by the impugned order, has put the Status quo ante which amount to allowing

the Section 241 & 242 petition.

6. The Learned Counsel for the Respondent refuting the

submission, contends that the removal of Respondent No. 1 was contrary to

the provisions of the Companies Act, 2013 and the Rules, meeting itself was

illegally convened and further that the NCLAT has full jurisdiction to restore

a status quo ante also to protect the interest of the Director, who is oppressed

by the majority share holders.

7. After having heard the Counsel for the parties and considering

the materials of the record, when we look into the impugned order, the order

rely only on the fact that, ROC has not taken cognizance of DIR 12 and the

Respondent No. 1 is still shown as Director in the MCA website. The

Company Appeal (AT) (CH) No. 40/2026 Page 3 of 4 Adjudicating Authority has not adverted to other submissions, which are

sought to be raised before us in this Appeal.

8. In the facts of the present case, without expressing any opinion

on merits of the contention, we are of the view that, the application CA No.

158/2025 needs to be heard a fresh. In view of the aforesaid, we set aside the

order impugned 10.03.2026, passed in CA No. 158/2025 and revive the

application CA No. 158/2025 before the NCLT to be heard a fresh.

We further observe that, Adjudicating Authority may consider to

decide the application expeditiously after hearing both the parties. The

Appeal is disposed of.

[Justice Ashok Bhushan] (Chairperson)

[Justice Sharad Kumar Sharma] Member (Judicial)

[Jatindranath Swain] Member (Technical)

YS/MS/AK

Company Appeal (AT) (CH) No. 40/2026 Page 4 of 4