Mensa Brand Technologies Pte. Limited vs Mohammadabbas Naushadali Patel & Ors

IN THE MATTER OF: Mensa Brand Technologies Pvt. Ltd. ...Appellant

Versus

Mohammadabbas Naushadali Patel & Ors. ...Respondents

Present: For Appellant : Mr. Krishnendu Datta, Sr. Advocate, Mr. NPS Chawla, Mr. Sujon Datta, Ms. Nishtha Khurana, Ms. Kinjal Goyal, Advocates. For Respondents : Mr. Arvind Nayyar (R1) & Mr. Vipual Ganda (R2), Sr. Advocates, Mr. Mohit Goel, Mr. Sidhant Goel, Ms. Aishna Jain, Mr. Aditya Maheshwari, Mr. Ishaan P. Singh, Mr. Shashwat Mukherjee, Mr. Akshay Joshi, Ms. Arpita Sahu, Advocates for R-1& 2.

ORDER

(Hybrid Mode) 19.08.2026: This company appeal is peculiar in its own nature. The

appellant, who happens to be the respondent in the proceedings before

the Ld. National Company Law Tribunal, Chandigarh Bench in C.P.

No.12/CHD/HRY/2026. He questions an order that has the nature of

extending the pre-existing interim order, in the proceedings under

Sections 241 and 242 of the Companies Act, 2013. Under law the power

to grant an interim order is rather a prerogative of the tribunal and

discretionary though at times it may circumscribed by law, that is vested

with the Tribunal, obviously could be considered to be granted after

balancing the prescribed parameters of prima facie case, balance of

convenience, and irreparable injury. Basically these are the guiding

factors those are normally taken into consideration by the courts when

Company Appeal (AT) No. 213 of 2026 -2-

they consider granting or refusing to grant an interim order and even its

extension.

2. In the proceedings of company petition, being C.P. No.

12/CHD/HRY/2026, when the matter was taken up, the Ld. Tribunal had

granted an interim order on 24.02.2026.

3. This interim order remained in operation till the appellant

approached before this Tribunal in Comp. App. (AT) 123 of 2026, wherein

they have questioned the impugned order of 24.02.2026 passed by Ld.

NCLT in a petition filed under Sections 241, 242, 244 and 246 of the

Companies Act, 2013.

4. Considering the fact that, there was an investment agreement of

25.08.2022, executed between the parties where the appellants are said to

have an absolute right of 'Call Option' obligating the respondent to sell

their shares. As per the terms of the agreement, it is alleged that this

option of 'Call Option' was to end in October, 2025, and the appellant had

a right to accelerate the 'Call Option' in an Event of Default.

5. It is an admitted case that there has been a prior dispute because a

notice was issued by the appellant to the Respondents No. 1 & 2, in

accordance with the investment agreement dated 25.08.2022 which as in

accordance with Clause 19.15.2 to be read with Clause 14.4.1 it

prescribed for making efforts for settling the dispute by entering into

discussion. Since it could not be crystalized, the dispute was referred

before the Arbitral Tribunal, and that is presently pending consideration.

Company Appeal (AT) No. 213 of 2026 -3-

It was the submission of the Ld. Counsel for appellant that, the breach of

agreement and also the correctness of the right to Call Options, could still

be open to be considered before the Arbitral Tribunal owing to the

arbitration clause as contemplated under the terms of agreement of

25.08.2022.

6. It was under the aforesaid backdrop that, the appellant had

approached in Comp. App. (AT) No. 123 of 2026, challenging the order

dated 24.02.2026 that, was passed in the C.P. No. 12/CHD/HRY/2026.

By virtue of the said order, the Ld. Tribunal had passed an order to the

effect that the respondent was called upon to file a reply, and

furthermore, in order to magnify the issue pertaining to the issue in

debate of Call Options for acquiring the remaining shareholding of the

petitioner, the process was directed to be kept in abeyance with a specific

direction that the appellant herein, i.e. the Respondent No.2 in the

company petition, will not attempt to take over the shareholding of the

petitioner on the ground of default. The relevant observations made in the

order dated 24.02.2026 is as contained in paragraphs 15 and 16 of the

order are extracted hereunder:

"15. However, we are of the view that in the facts of the case as narrated by the Ld. Counsel from both the sides, it will be essential that respondents first of all file a reply so that a just view could be taken thereon. Nevertheless, as regards the move for putting a call option for acquiring the remaining shareholding of the Petitioners, we direct that this process will not proceed ahead and thereby the R2 will not attempt to take over the shareholding of the Petitioners, on the ground of default if any,

Company Appeal (AT) No. 213 of 2026 -4-

till the next date of hearing. Issue notice to the Respondents. The Ld. Counsel appearing for the Respondents accept the notice. Reply to be filed including the various issues on which interim relief are sought by the Petitioners.

16. We have also taken note of the submissions so made by Mr. Aalok Jagga, Ld. Counsel appearing for the R-6 that certain allegations are made as regards to the Company Secretary in making various compliances by the Company and he also seeks liberty to place on record various relevant documents to show that there was as such no non-compliances as per the Companies Act as regards her role is concerned."

7. This order was put to challenge in the Comp. App. (AT) No. 123 of

2026, this Appellate Tribunal, while disposing of the appeal, had made an

observation in its paragraph 5, to the effect that, since the arbitration

proceedings have already been initiated and the Arbitral Tribunal has

been constituted, the Ld. NCLT's direction to process the acquisition of

the remaining shareholding shall not be proceeded further and shall not

be even attempted any further. In the directions as extracted below, it was

observed that it would not use the respondents' apprehended 44%

shareholding will not be usurped or dealt with by the appellants, i.e. the

appellant's herein. The relevant observation made in paragraph 5 of the

order dated 20.04.2026 is extracted hereunder:

"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

Company Appeal (AT) No. 213 of 2026 -5-

hearing, as the respondents apprehended their 44% shareholding may not be usurped by the appellants."

8. The matter thereafter remained pending before the Ld. Tribunal,

when the same was taken up thereafter on 07.05.2026, the Ld. Tribunal

proceeded to pass an order of extension of the interim order that already

stood granted on 24.02.2026. The consequential effect of it would be that

the process of acquiring the shareholding of the petitioner (the

Respondent's herein) was directed to be kept in abeyance. The manner in

which the appellant is trying to read the order dated 20.04.2026, is as if it

had diluted the effect of the interim order that was passed by the Tribunal

on 24.02.2026, and as a matter of fact, there isn't a continued stay order,

as it was granted by the Ld. NCLT and based upon the aforesaid

interpretation, the counsel for the appellant submits that there couldn't

have been an extension of the interim order by the impugned order dated

07.05.2026, that has been passed by the Ld. Tribunal.

9. The arguments were extended by the Ld. Counsel for the appellant,

qua the effect of the interim order dated 24.02.2026 and what bearing

would it have because of the order passed by this Tribunal in Comp. App.

(AT) No. 123 of 2026 on 20.04.2026. Arguments are as if the interim order

of 24.02.2026 automatically stands vacated, and loses its effect and as

such, there cannot be any extension of the interim order by the impugned

order dated 07.05.2026. The reason that has been argued by the Ld.

Counsel for the appellant is not acceptable by us for the reason that the

grant of an interim order by the Ld. Tribunal on 24.02.2026 was on the

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premise that the Call Options for acquiring the remaining shareholding of

the petitioner, were directed to be kept in abeyance. This order was

altogether independent in nature and, according to the observations and

the findings recorded in the order itself, that was supposed to subsist till

the company petition was pending consideration.

10. The attempted elaboration made by the Ld. Counsel for the

appellant for the purposes of reading the order dated 24.02.2026 along

with the order passed by this Appellate Tribunal on 20.04.2026, may not

be the correct interpretation that has been attempted to be given by the

Ld. Counsel for the appellant, while questioning the impugned order of

07.05.2026. The reason being that the order of 20.04.2026 was

exclusively based upon the implications flowing as a consequence of the

constitution of the Arbitral Tribunal, as per the arbitration clause

contained in the investment agreement. In the absence of their being any

specific consideration in particular by this Appellate Tribunal as regards

to the effect of the interim order dated 24.02.2026, while passing the

order on 20.04.2026, it may not amount to any conclusion that the order

passed by this Appellate Tribunal in Comp. App. (AT) No. 123 of 2026, is

at all disturbing, the implications flowing from the interim order dated

24.02.2026, that was passed by the Ld. NCLT in the company petition.

Though we were not supposed to record this finding, but because of the

fact that we have been called upon to deal with it, we are constrained to

make an observation.

Company Appeal (AT) No. 213 of 2026 -7-

11. It's an admitted fact that till now the appellant has not filed any

application before the Tribunal to get the interim order of 24.02.2026

vacated, which was passed after hearing the parties and after a detailed

consideration of the prima facie case that was made out before the

Tribunal with regard to the issue of Call Option. In the absence of there

being any specific stay vacation application being preferred by the

appellant, the order of 24.04.2026 would under law be deemed to

continue to operate until and unless it is vacated by a specific order,

which could be done only when the appellant has filed an application

seeking a relief to get the interim order vacated, which was not done.

12. In that eventuality, the observation that has been made by the Ld.

Tribunal in its order of 07.05.2026, by observing with regard to the effect

of the order dated 20.04.2026 passed by this Appellate Tribunal, while

granting an extension of the interim order of 24.04.2026, was quite logical

for the reason that the company petition in itself has not yet been decided,

the interim order has not yet been vacated, nor has it been sought to be

vacated by the appellant. In that eventuality, the interim order of

24.04.2026 was bound to continue to be in operation till the company

petition was decided on merits, and the extension was quite automatic.

Thus, the part of the impugned order of 07.05.2026 i.e. being put to

challenge by the appellant, expressing its grievances as against the part of

extension of the interim order dated 24.02.2026, may not give a cause to

the appellant to approach an appeal. The reason being:

Company Appeal (AT) No. 213 of 2026 -8-

(i) The interim order of 24.02.2026 was on merits after balancing all

the equities prima facie case facts etc.

(ii) It was passed after considering respective case and after hearing the

Ld. Counsels for the parties.

(iii)The appellant had not till date sought any stay vacation of the

order, even after passing of the order by this Tribunal in Comp.

App. (AT) No. 123 of 2026 based on the order passed on it on

20.04.2026.

13. Another important aspect which requires to be taken to judicial

notice is that if at all the order dated 20.04.2026 as passed in CP (AT) No.

123 of 2026. It all they had any bearing over the effect of continuance of

interim order dated 24.02.2026 passed by the Ld. Tribunal in CP No.

12/CHD/HRY/26. While taking into consideration while Tribunal

granting an extension, a stay unsubstantiated arguments were placed

before the Tribunal regarding effect of order dated 20.04.2026, without

any sustainable ground been taken by the appellant cannot be accepted

by us. The appellant ought to have sought a vacation of interim order by

filing a specific application, having not done so the stand taken by the

appellant is not acceptable.

14. If that is the situation, the interim order in the interest of justice

was supposed to continue because even otherwise also the law postulates

that once an interim order has been granted and it has not been vacated

Company Appeal (AT) No. 213 of 2026 -9-

by a specific order, it will be deemed to have been extended and continue

as it has been settled in the Judgment of 'Ram Abhilakh Misra vs. Cane

Commissioner and Others as reported in Civil Misc. Application No. 7150

(W) of 1996 by Justice Shobha Dikshit' which prescribes that once the

interim order has already been granted, it will continue to operate until

and unless it is vacated by the court by a specific order.

15. Owing to the above, an exclusive challenge of the extension of the

interim order by filing of an appeal under Section 421 of the Companies

Act, 2013 is absolutely an abuse of process of invoking an appellate

jurisdiction. Thus, the company's appeal lacks merit, and the same is

accordingly dismissed. All interlocutory applications are also closed.

[Justice Sharad Kumar Sharma] Member (Judicial)

[Arun Baroka] Member (Technical)

[Indevar Pandey] Member (Technical)

SA

Company Appeal (AT) No. 213 of 2026