Nayan Shah & Ors vs Cheers Interactive (India) Private ...

Nayan Shah & Anr. ...Appellant(s)

Versus

Cheers Interactive (India) Private Limited & Ors. ...Respondent(s)

Present: For Appellant : Dr. U.K Chaudhary, Sr. Adv. & Mr. Abhijeet Sinha, Sr. Adv. & Abhishek Malhotra, Sr. Adv. M. Batra, Anukriti Trevedi, Kartikay Dutta, Manan Batra, Varun Tyagi, Abhishek Chhabra, Adv.

For Respondents : Mr. Gaurav Mitra, Lavanya Pathak, Aditya Vikram Bajpai, Adv. for R1 Mr. Arun Kathpalia, Sr. Adv. with Aakashi Lodha, Viraj Parikh, Umang Mehta, Aamir Attari, Ms. Diksha Gupta, Adv. for R2 Mr. K. Datta, Sr. Adv. with Shivani Mehta, Nishtha Jindal, Niharika Sharma, Adv. for R3

ORDER

(Hybrid Mode) 19.01.2026: These appeals are filed against three impugned orders i.e.

dated 28.11.2025, 11.12.2025 and 19.12.2025. The impugned order dated

28.11.2025 is as under:-

"2. The learned Counsel for the Respondent informs that they had right to file the sur-rejoinder by Tuesday i.e. 02.12.2026 and it is pre-mature to argue this matter. Learned Counsel for the Respondent further informs that they shall not be making any re- payment of loan to the director, however, taking note of withdrawal of some amounts immediately after modification of earlier recording in the order by the Respondent, we consider it appropriate to direct that no payment shall be made to any of the Respondent or their relatives or any concern associated/connected to these persons. Further, no third party interest in the immoveable property shall be created in any manner.

3. The argument of the parties in relation to appointment of the valuer shall be heard of the next date and the appropriate order shall be considered. The Respondent No. 2 and 3 shall also be at liberty to place on record a reply to the Affidavit filed by the Respondent No. 4 on or before next Tuesday.

4. Ad interim relief, if any in force in this matter, shall continue to remain in force."

2. The impugned order dated 11.12.2025 is as under:-

"2. Heard the learned counsel for Petitioner as well as Respondent. The Petitioner shall re-join on 19.12.2025. It is clarified that the restraint order dated 14.10.2025 shall operate prospectively."

3. The impugned order dated 19.12.2025 notes as under:-

"2) Heard Ld. Counsel for the Petitioner in Rejoinder, extensively for a considerable time. After hearing both the sides, it is noted that the Petitioner as well as the Respondent No. 2 became the Shareholder of this Company on account of shares having been gifted by the Father, who is now stated to be disqualified on account of his non-attending the Board Meeting. The said disqualification is stated to have taken place due to alleged non service of notice of meetings. Petitioner is also stated to be disqualified as per the Respondent Nos. 2 and 3 on account of his non-attending the Board Meeting in the past. The alleged disqualifications are contested for want of service of notice of meetings. It is noted that no evidence has been placed on record to substantiate that the Notice(s) were sent.

3) It is pertinent to note that Board Meeting was held in the Month of November, 2024 and the attendance of the Respondent No. 4 is not on record, which is not disputed by the Respondent Nos. 2 and 3.

4) It is also submitted that the Petitioner and the Respondent No. 4 are still stated to be shown as Directors on the MCA Portal and no formal Form has been filed so far in relation to their purported disqualification. The Petitioner(s) holds 40% of shares and both the groups had two Nominee each on the Board of the Respondent Company, the Petitioner being represented by himself and his father. It is pertinent to note that the Respondent No. 4, who is father of petitioner and Respondent No. 3, had been founding person of the respondent company and Respondent No. 3, his son-in-law was inducted into the affairs of the respondent company after his marriage to Respondent No. 2.

5) Having considered the facts of the case and the controlling interest of each group, we direct the Respondent Company to have Petitioner as well as the Respondent No. 4 on Board as directors and issue Notice(s) of meetings to them in writing under personal acknowledgement till the disposal of this petition. It is clarified that the Respondent No. 4 shall act as Chairperson of the Company and shall have casting vote.

6) Stand over to 09.01.2026, for taking on record written submission. No further arguments shall be entertained on the next date of hearing.

7) Interim Order, if any, as stated to be in force, shall continue to be remain in force till the next date of hearing."

4. It is the submission of the Ld. Sr. counsel for the Appellant the

Appellant No. 2 holds 54% shares whereas Respondents No. 2 and 3 hold

40.6% shares in Respondent No. 1 company and as such the Appellants are

in majority. Further, the Appellant have been in control of day to day

operations of the company since its inception and the Respondents No. 2 and

3 have rather opted to exit the Respondent No. 1 Company and have rather

incorporated two companies of their own, doing competing businesses with

Respondent No. 1 Company and the respondents have also taken away the

employees of Respondent No. 1 company to their companies and have further

refused to continue their guarantees to the loans granted to Respondent No.

1 Company.

5. It is the submission of the Ld. Counsel for the Appellant without

considering the interest of the company which is paramount and without going into the merits of the case, the impugned orders have been passed. He

rather referred to an order dated 14.10.2025 which read as under:-

"CP/216(MB)2025

1. Adv. Rohit Gupta a/w Adv. Viraj Parekh a/w Adv. Umang Mehta and Adv. Aamir Attari i/b Dhruve Liladhar & Co. for the Applicant are present. Adv. Prateek Sakseria for the Respondent No.4 is present.

2. Learned Counsel for the Respondent informs that no payment has been made to the Respondent Directors from 1st April 2025, he further undertakes that no board meeting shall be called till the next date of hearing. In view of these submissions, the Ld. Counsel for the Applicant agrees not to press for interim relief till next date of hearing.

3. Learned Counsel for the Respondent seeks some time to file their Reply. Two (2) weeks' time is granted. Reply be filed well before the next date of hearing by serving a copy advance to the Counsel opposite.

4. List this matter on Board on 10.11.2025 for further consideration."

6. Further, he referred to an order dated 10.11.2025 which read as

under:-

"CP/216(MB)2025

1) Mr. Rohit Gupta, Ld. Counsel for the Petitioner, Mr. Vikram Nankani, Ld. Sr. Advocate for Respondent Nos. 2 and 3 and Mr. Shyam Kapadia, Ld. Counsel for the Respondent No. 4 are present.

2) Counsel for the Petitioner seeks some time to file and place on record Affidavit in Rejoinder. Time is allowed. Affidavit in Rejoinder be filed and placed on record well before the adjourned date thereby duly serving a copy thereof to the other side well in advance.

3) Stand over to 18.11.2025, for further consideration. The matter will be taken up at 12:30 p.m.

4) Ld. Sr. Advocate for the Respondent Nos. 2 and 3 further draws our attention to the Order of this Bench dt. 14.10.2025, submitting that in para no. 2 of the said Order, the word "payment" is incorrectly mentioned instead of the word "remuneration". We find substance in the submission made by the Ld. Sr. Advocate, accordingly, we correct the Order dt.

14.10.2025, and now para 2 of the said order will now be read as under:

1. ....

2. Learned Counsel for the Respondent informs that no remuneration has been paid to the Respondent Directors from 1st April 2025, he further undertakes that no board meeting shall be called till the next date of hearing. In view of these submissions, the Ld. Counsel for the Applicant agrees not to press for interim relief till next date of hearing.

5) The rest of the Order dt. 14.10.2025, passed in the present Company Petition shall remain unaltered and above observations shall form part of the Order dt. 14.10.2025, passed in the present Company Petition.

6) Interim Orders, if any, as stated to be in forced, shall continue to remain in force, till the next date of hearing."

7. Thus, it is the submissions of the Ld. Counsel for the Appellants already

the order dated 14.10.2025 stood clarified vide order dated 10.11.2025,

hence, there was no reason to pass order dated 28.11.2025 qua payments,

not related to remuneration and also qua creation of 3rd party interest in

immovable property, when no such prayer was ever made.

8. Further, the Appellants have also challenged the order dated

19.12.2025 giving right to Respondents No. 2 and 3 to act as directors in the

Board by arguing per Section 167(1)(b) of the Companies Act, 2013 they

remained absent in the Board meetings for one year in continuation and thus

earned disqualification and hence could not have been directed to act as

directors in the Board of Directors per order dated 19.12.2025.

9. However, Ld. Sr. Counsel for the Respondent argued (a) the appeal

suffers from interpolations and (b) is based on incorrect facts.

10. On contention (a) we find an affidavit to this appeal was got attested

on 05.01.2026 but whereas the appeal contained incidents of dated

07.01.2026 as well as of dated 09.01.2026 and these two incidents apparently

are unverified and not supported by an affidavit. Further, the appeal was e-

filed on 08.01.2026 and its hard copies were filed on 13.01.2026, yet the

incident of dated 09.01.2026 was added/included in the appeal, without

seeking permission of this Tribunal. Paras 30 to 32 of the appeal are referred

to in this context wherein the incidents of dated 07.01.2026 and of dated

09.01.2026 are so mentioned.

11. We are also of the view once the appeal was e-filed on 08.01.2026 the

incident of dated 09.01.2026 ought not to have been added in the hard copy

of the appeal filed on 13.01.2026 and we take strong objection to this practice.

12. Secondly, qua contention (b) viz incorrect facts, we may refer to the

prayers made in the company petition filed by them, more specifically 'v and

vi' as under:-

"(v) restrain Respondent No. 2 from alienating, transferring, gifting or creating any third-party interest whatsoever in her shareholding in the Company;

(vi) restrain Respondent Nos.2 and 3 from in any manner whatsoever creating any third-party rights in the assets of the Company by way of sale, mortgage, lien, charge or by any other means and further encashing or utilizing the Company's credit limits without the prior consent of the Petitioner;"

13. Further, an interim prayer of this nature was also made viz prayer (k)

which read as under:-

"(k) restrain Respondent Nos.2 and 3 from in any manner whatsoever creating any third-party rights in the assets of the Company by way of sale, mortgage, lien, charge or by any other means without the prior consent of the Petitioner;"

14. Thus, it cannot be said such a prayer qua restraint on disposal of assets

of the company was never made either in the company petition or in its interim

prayers. Thus, we cannot say in passing of the order qua non creation of 3rd

party interest, the Ld. NCLT exceeded its jurisdiction in any manner, since in

the first order dated 14.10.2025, Ld. Counsel for the Appellant had informed

the Ld. NCLT that no payments are made to the directors from 01.04.2025,

whereas on 10.11.2025 they sought clarification qua payments and rather

stated no 'remuneration' was paid to directors. However, while dealing with

the matter on 28.11.2025 the Ld. Counsel for the Appellant rather informed

they shall not be making any repayment of loan to the directors and the Ld.

NCLT rather noted the withdrawal of large amounts immediately after

modification of the earlier order dated 10.11.2025, and for this reason alone,

and in the interest of the company, the Ld. NCLT on 28.11.2025 directed no

further payments be made to any of the Appellants or their relatives or

associated /connected person and in these circumstances the Ld. NCLT

further directed that 3rd party interest in the immovable properties of the

company be not created.

15. We find nothing wrong in passing such order since prayers have already

been sought in the company petition. Now though the Ld. Sr. Counsel for the

Appellant objects to the status quo on assets on the ground the assets are

required for collateral securities but had failed to disclose of such collateral

securities or if are required to be furnished during the period from 09.01.2026

till the order is pronounced. There is no pleadings to this effect as of now.

Thus, in case such collateral securities are required to be renewed, the Appellants shall be at liberty to approach the Ld. NCLT by filing an application

in this regard.

16. Regarding the contention that Respondents No. 2 and 3 have being

made directors till the Company Petition is finally decided, the Ld. Counsel

for the Respondents have fairly submitted they shall not call for any board

meeting till the final decision in Company Petition is delivered. Further qua

Section 167(1)(b) it was submitted never any notice of any board meeting was

served by the Appellants upon the Respondents and thus it cannot be said

Respondents No. 2 and 3 ever absented themselves. Further, the Respondents

sent a communication dated 22.04.2025 wherein they called for board

meeting and rather agitated in its para 4 that no notice of any board meetings

was ever issued to them. Though, the responses were given by the Appellants

herein to such communication dated 22.04.2025 and to subsequent

communications of the respondents, but in their responses, the Appellants

never controverted para 4 of the letter dated 22.04.2025 qua serving of notices

of the board meetings upon Respondents No. 2 and 3 and further they never

alleged in such responses that Respondents No. 2 and 3 have ceased to be

the directors.

17. Rather, MCA data dated 17.01.2026 continues to show Respondent No.

2 as whole time director of the Board of the company alongwith Appellants

herein.

18. Thus, in view of the circumstances stated above and in view of the fact

that final hearing has since been concluded in the company petition and the

matter was reserved on 09.01.2026 for judgment, we see no reason why to set

aside or even modify the interim orders passed by the Ld. NCLT and we dispose of these appeals with a request to the Ld. NCLT to pronounce the

judgment reserved by it on 09.01.2026, as expeditiously as possible.

Pending I.A.s viz I.A No. 442, 445 and 448 of 2026 are also disposed of.

[Justice Yogesh Khanna] Member (Judicial)

[Mr. Ajai Das Mehrotra] Member (Technical) Sheetal/Ravi