Mensa Brand Technologies Private ... vs Mohammadabbas Naushadali Patel & Ors & ...

1

NATIONAL COMPANY LAW APPELLATE TRIBUNAL PRINCIPAL BENCH NEW DELHI COMPANY APPEAL (AT) NO.123/2026 In the matter of: Mensa Brand Technologies Pvt Ltd Appellant Vs Mohammadabbas Naushadali Patel & Ors Respondents For Appellant:Mr. Arun Kathpalia, Sr Advocate, Mr Sandeep Devashish Das, Ms Kanak Malik, Mr Tanishq Juneja, Ms Aditya Dhupal, Ms Malvika Chandramouli, Advocates. For Respondent: Dr U.K. Chaudhary, Sr Advocate, Mr Avishkar S, Mr Sidhant Goel, Mr Mohit Goel, Ms Aishna Jain, Mr Aditya Maheshwari, Mr Ishaan Pratap Singh, Mr Sashwat Mukherjee, Advocates for R1. Mr. Vipul Ganda, Mr Mohit Goel, Mr Sidhant Goel, Mr Aishna Jain, Mr Aditya Maheshwari, AMr Ishaan Pratap Singh, Mr Shashwat Mukherjee, Advocates. Mr. Abhijeet Sinha, Sr Advocate for R5. Mr Krishnendu Datta, Sr. Advocate for R4. ORDER

HYBRID MODE 20.04.2026: This appeal is filed against an impugned order dated 24.02.2026

passed by the Ld. NCLT, Chandigarh in CP No.12/CHD/HRy/2026 in a petition

filed under Section 241-242, 244 and 246 of the Companies Act, 2013.

2. The learned senior counsel for respondents appears on advance notice.

3. It is the submission of the learned senior counsel for the appellant there

is an Investment Agreement dated 25.08.2022 executed between the parties

wherein the appellants have an absolute right of call option and Respondent 2

shall be obliged to sell their shares. Such call option was to end in October,

2025 but per agreement, the appellants have a right to accelerate the call option

on an event of default. The appellant alleged that they issued a pre dispute

notice to respondents No.1 and 2 in accordance with Clauses 19.15.2 and 14.4.1

of the Investment Agreement calling upon them to settle the disputes by entering

into discussions and rather appointed Mr Grant Thomton and Mr. Baker

McKenzieas as Independent Adjudicators No.1 and 2 to find out as to if the

sellers have committed default under the terms and conditions of the Investment

Agreement.

4. This matter is now pending before the Ld Arbitral Tribunal and is coming

up on 27.04.2026 on pre- management hearing. The appellant have yet to file a

claim before the Ld. Arbitral Tribunal. It was one of the submission of the

appellant the question of breach of the agreement as also the correctness of the

right to call option shall be considered by the Ld. Arbitral Tribunal. The

respondents, however, dispute the facts and submit the default, if any, was on

the part of the appellants.

5. In view of the fact, despite the arbitration been initiated and the Ld.

Arbitral Tribunal has since been constituted, the Ld. NCLT has directed the

process of acquiring of the remaining shareholding shall not be proceeded further

and the appellant shall not attempt to take over the shareholding of the petitioners,

on grounds of default, if any, till the next date of hearing, as the respondents

apprehended their 44% shareholding may not be usurped by the appellants. 3

6. Since the issues as stated above are now pending before the Ld. Arbitral

Tribunal, hence we direct the impugned order or the pendency of the company

petition shall not come in the way of proceedings before the Ld. Arbitral Tribunal.

7. With these observations the appeal is disposed of.

8. Pending IAs No.2539 and 2540/2026 are also disposed of.

(Justice Yogesh Khanna) Member (Judicial)

(Mr Ajai Das Mehrotra) Member (Technical) Bm/rr