Mr. Veera Bhoga Vasanta Rayalu ... vs Sunray Green Space Private Limited And ...

In the matter of: Sri. Veera Bhoga Vasanta Rayalu Sabbavarapu Whole-Time Director cum Shareholder of Sunray Green Space Private Limited S/o Sri. Sabbavarapu Venkata Ratnam, Aged about 58 Years, R/o D.No. 10-50-40/25, Excelsior Apartments, Opp. Lion's Club, Ramnagar, Visakhapatnam, Andhra Pradesh - 530002 ....Appellant No. 1

Smt. Nirmala Sabbavarapu Director cum Shareholder of Sunray Green Space Private Limited Rep. by her SPA Holder Sri. Veera Bhoga Vasanta Rayalu Sabbavarapu W/o Sri. Veera Bhoga Vasanta Rayalu Sabbavarapu, Aged about 52 Years, R/o D.No. 10-50-40/25, Excelsior Apartments, Opp. Lion's Club, Ramnagar, Visakhapatnam, Andhra Pradesh - 530002 ....Appellant No. 2

V

Sunray Green Space Private Limited 10-50-40, Ground Floor, Excelsior Apartments, Ramnagar, Opp. Lions Club, Visakhapatnam - 530002 Andhra Pradesh (Rep.by its Managing Director) ....Respondent No. 1

Mr. Appalaraja Varma Indukuri Son of Shri. Indukuri Seetharama Raju Aged about 66 years, 604, MVV Royal Palace, Waltair Uplands, Vishakhapatnam - 530003, Andhra Pradesh ....Respondent No. 2

Comp. App (AT) (CH) No. 35 / 2026 Page 1 of 9 Mrs. Seshakumari Indukuri Wife of Shri. Appalaraja Varma Indukuri Aged about 65 years, 604, MVV Royal Palace, Waltair Uplands, Vishakhapatnam - 530003, Andhra Pradesh ....Respondent No. 3

Mr. Naryanaraju Mukala Son of Shri. Sanyasi Naidu Mukala Aged about 57 years, Flat No. 502, Excelsior Apartments, Ramnagar, Vishakhapatnam - 530002 Andhra Pradesh ....Respondent No. 4

Mrs. Venkata Lakshmi Mukala Wife of Shri. Naryanaraju Mukala Aged about 52 years, Flat No. 502, Excelsior Apartments, Ramnagar, Vishakhapatnam - 530002 Andhra Pradesh ....Respondent No. 5

Present:

For Appellants : Mr. Srinath Sridevan, Senior Advocate & Mr. PV. Balasubramaniam, Senior Advocate For Mr. R. Sivaraman, Mr. Raghav Menon & Ms. Ananya, Advocates

For Respondents : Mr. Amir Bavani, Ms. Rishika Kumar & Ms. Pragati Prajapati, Advocates for R1 Mr. TK. Bhaskar, Advocate For Mr. Naresh Kumar Sangam, Advocate for R2 Mr. E. Om Prakash, Senior Advocate For Mr. Naresh Kumar Sangam, Advocate for R3 Mr. PH. Arvindh Pandian, Senior Advocate For Mr. Naresh Kumar Sangam, Advocate for R4 & R5

ORDER

(Hybrid Mode)

Comp. App (AT) (CH) No. 35 / 2026 Page 2 of 9 20.03.2026:

Oral Judgment : Justice Sharad Kumar Sharma, Member (Judicial):

In the instant Company Appeal (AT) (CH) No. 35 / 2026, we would be

exclusively dealing with the instances of judicial and procedural impropriety and

none of the observations to be made by us, would be touching the merits of the

case of either of the parties to the proceedings.

2. The facts, which could be culled out from the records itself are that, a

proceedings by way of CP No. 3 / 241 / AMR / 2023 stood instituted before the

Ld. NCLT, Amaravati Bench, by filing of the same on 19.01.2023.

3. Those proceedings of the Company Petition was ultimately disposed of by

a Judgment of 24.01.2023, on the basis that Respondents No. 4 & 5 therein had

made a proposal extending certain terms and conditions which was accepted by

Petitioners No.1 & 3, and therefore the aforesaid Company Petition be closed as

there was no cause surviving in the said Company Petition. Relevant part of the

Judgment is extracted hereunder:-

``After arguing at length, the Counsel for R4 & R5 makes a proposal which is to the effect that Petitioners No. 1 & 3 and R2 & R5 shall jointly operate all the bank accounts which are till now being operated by Petitioner No. 1 & R2 and they shall also have joint power to execute the sale deeds pertaining to the properties of the Company.''

Comp. App (AT) (CH) No. 35 / 2026 Page 3 of 9

4. This order dated 24.01.2023, of closing the Company Petition, on the basis

of the understanding arrived at between the parties, which has been referred to in

the order, has attained finality and it has not been questioned by any of the parties

to the proceedings. Subsequently, seeking its enforcement, a Contempt Petition

was filed being Contempt Petition No. 1 / 2024, by instituting the same before

the Ld. Tribunal on 22.07.2024. We need not to go into the details on this

Contempt Petition on the merits, for the reason being that, it was closed by an

order passed by the Ld. Tribunal on 19.06.2025, observing thereof, that no

proceedings remain as on date which could be requiring for enforcement of an

order of 24.01.2023. However, we note that the Contempt Petition was dismissed

on a very peculiar ground which is that, the Ld. Tribunal on one hand, observes

that, owing to the apologies tendered, the Contempt Petition was closed and

simultaneously holds that the Contempt Petition is not maintainable.

The above two observations are self-contradictory. Either the Contempt

Petition would be not maintainable or it was maintainable, but still, was closed

on the basis of an apology tendered, but, the use of both the expressions cannot

go simultaneously together.

5. We are conscious of the fact that, the Company Petition stood closed by

the Judgment of 24.01.2023, and the said disposal of Company Petition has not

been questioned in the procedure known to law, by preferring of an Appeal. But,

for the reasons best known to themselves, the Petitioners / Respondents herein,

filed IA No. 42 / 2025 by filing the same before the Ld. Tribunal on 13.10.2025,

Comp. App (AT) (CH) No. 35 / 2026 Page 4 of 9 seeking a modification of the consent order dated 24.01.2023. The IA No. 42 /

2025, was not prima facie maintainable, as there cannot be any review of a

consent order under the guise of modification, which was aimed at interfering in

a Company Petition decided on merits.

6. When the proceedings of the said IA No. 42 / 2025 was taken before the

Ld. Tribunal, the Ld. Tribunal vide its order of 27.11.2025, proceeded to observe,

that, since the Tribunal is not vested with the powers of review, they cannot

venture into to decide the IA No. 42 / 2025 where the Petitioner / Respondent

herein, have sought a modification of the consent order dated 24.01.2023 and

accordingly closed the said application by the order of 27.11.2025, with the

following observations:

`` ORDER IA (Companies Act)/42/2025:

This application has been filed by the Petitioner under Section 241, 242 of Companies Act, 2013 r/w. Rule 11 of NCLT Rules, seeking a) declare the actions of the Respondent as illegal, arbitrary and detrimental to the interest of the Applicant No.1 Company; b) Remove the Respondent as a joint signatory from all bank accounts of the applicant No.1 Company and c) to permit the Applicant No.1 company to change bank account operation authorisation in accordance with resolution of its Board of Directors.

Both the parties Senior Advocates present and advanced their arguments at length. During the course of hearing, the Counsel for the Applicants intends to withdraw the IA. Permission granted. Accordingly IA (Companies Act)/42/2025 is dismissed as withdrawn.''

Comp. App (AT) (CH) No. 35 / 2026 Page 5 of 9

7. Accordingly, the Ld. Tribunal closed the aforesaid Interlocutory

Application on the ground that the same is being sought to be dismissed as

withdrawn by the Applicant / Respondent. However, the Respondents herein for

the reasons best known to them have preferred IA No. 48 / 2025 by filing the

same on 17.12.2025. In the said IA, that was preferred, the Respondents had

sought a relief of the following nature:

``In view of the facts and circumstances of the case, as mentioned hereinabove, it is humbly prayed to this Hon'ble Tribunal:

(a) To pass an order of clarification holding that the consent order passed in CP No. 3 / 241 / AMR / 2023 dated 24.01.2023 worked itself out upon the transfer of shares by Respondent Nos. 3 and 4 in favour Applicant No. 2 to 5 and their resignation as Directors of the Applicant No. 1 Company and dismissal of CP No. 4 / 241 / AMR / 2024 vide order dated 15.07.2024 and consequently to permit the Applicant No. 1 Company to pass suitable resolutions in accordance with law and most specifically with respect to operation of the bank accounts and execution of sale deeds with regard to the properties of the Applicant No. 1 Company.

(b) In the interim permit the applicant to change the authorisation to operate the bank accounts comprising Applicant No. 2 as signatory to enable the smooth functioning of the Applicant No. 1 Company subject to such supervisory orders as this Hon'ble Tribunal may deem fit.

(c) Pass such further or other orders as this Hon'ble Tribunal may deem fit and proper in the interest of justice and equity.''

It is clearly apparent from the nature of the relief sought in the aforesaid

application that it was an attempt to revisit the Company Petition decided with

consent vide order dated 24.01.2023.

Comp. App (AT) (CH) No. 35 / 2026 Page 6 of 9

8. Thus, the Interlocutory Application, which was preferred, being IA No. 48

/ 2025 by the Respondents, was in the shape of seeking a review of the order dated

24.01.2023, which is surprising given that the Respondents / Applicants must

have been conscious of the fact that an earlier application IA No. 42 / 2025

seeking to modify the consent order had already been dismissed as withdrawn,

by an order of 27.11.2025.

9. Be that as it may. The controversy, which has now been placed before us,

is surprising because for the reasons best known the Respondents herein, who

were the Applicants to IA No. 48 / 2025, appeared in the proceedings held before

the Ld. Tribunal on 12.02.2026 and sought the permission to withdraw the said

Application.

The said prayer was accepted by the Ld. Tribunal and accordingly, the Ld.

Tribunal proceeded to pass an order of dismissing the IA No. 48 / 2025 as

withdrawn.

10. However, in the said Order, the Ld. Tribunal has made certain observations

which is sought to be challenged in the instant Appeal. The said observations are

reproduced below:-

``The Applicants are at liberty to run the Applicant Company as per the law. Both the Parties are also at liberty to file the CP under Section 241 of Companies Act, 2013, if they have any grievance by the act of the other Party."

Comp. App (AT) (CH) No. 35 / 2026 Page 7 of 9

11. The question that emerges for consideration before us is, that when the

Tribunal was already conscious of its orders of 24.01.2023, 19.06.2025 and

27.11.2025, whether it could have made the aforesaid observations touching the

basic fabric of rights of the parties, which was not even prayed for, particularly

when an inter se adjudication of the controversy between the parties has already

been settled based on the compromise.

12. In fact, the effect of the observations made in the order would be, that it

has resulted into re-activating the process, which otherwise has and was found to

have met its judicial death by passing of the orders of the withdrawal of the

applications preferred by the Respondents themselves, as prayed by the

Respondents / Applicants.

13. We are of the view that the Tribunal need not have identified itself with

either of the parties to the proceedings by making such an observation on its own,

beyond the prayer sought for, which rather does a judicial overreach by granting

a relief that was not even claimed in the application, which otherwise has been

sought to be dismissed as withdrawn.

14. Therefore, the observations made by the Ld. Tribunal in the impugned

order of 12.02.2026 as extracted in Para 10 of this order, would hereby stand

quashed. The Company Appeal being Company Appeal (AT) (CH) No. 35 / 2026,

would stand allowed partially to that effect.

Comp. App (AT) (CH) No. 35 / 2026 Page 8 of 9

15. However, the partial quashing of the order in relation to the observations

made by the Ld. Tribunal beyond the actual controversy, which was before it,

would be without prejudice to the parties to the proceedings to resort to any other

recourse, which is available to them in accordance with law.

[Justice Sharad Kumar Sharma] Member (Judicial)

[Jatindranath Swain] Member (Technical)

SR/MS/AK

Comp. App (AT) (CH) No. 35 / 2026 Page 9 of 9