Prof. D. Aravindakshan vs Agastya Biopharm India Ltd & 6 Ors

NATIONAL COMPANY LAW APPELLATE TRIBUNAL AT CHENNAI (APPELLATE JURISDICTION) Company Appeal (AT) (CH) No.48/2026 (IA No. 683/2026) In the matter of: PROF. D ARAVINDAKSHAN, Kovilakom Chavara P.O., Kollam -691583,Kerala Phone : 9447792471 ... APPELLANT V AGASTYA BIOPHARM INDIA LIMITED., Building no 732, S.N. Plaza ( Anugraha Lodge ), HMT Main road, Mathikkara Bangalore - 560054 ... RESPONDENT NO.1

K.A SIDHARTHAN, Geethangali, Peringala P.O., Chengannur - 689505 Alleppey Dist., Kerala ... RESPONDENT NO.2

G. KARTHIKEYAN Panthaplavil Thekkethil, Puthupally North P.O., Kayamkulam - 690527 Alleppey Dist., Kerala ... RESPONDENT NO.3

O.R. GOPALAKRISHNAN 19/73-1, AKG Nagar, West Yakkara, Palakkad - 678001, Kerala ... RESPONDENT NO.4

G. MADHU Vayalil Kada

Comp App (AT) (CH) No.48/2026 Page 1 of 7 Mayyanad P.O.,-691303 Kollam, Kerala ... RESPONDENT NO.5

S. RADHAKRISHNAN No.730, Ambadiyil, Padanayarkulangara, KarunagapallyP.O.,-690518 Kollam, Kerala ... RESPONDENT NO.6

THE REGISTRAR OF COMPANIES 'E' Wing , 2nd Floor, Kendriya Sadana, Koramangala, Bengaluru - 560 034 ... RESPONDENT NO.7 Present :

For Appellant : Prof. D. Aravindakshan, Appellant-in-person For Respondents : Mr. AM Sridharan, Advocate

ORDER (Hybrid Mode) [ORAL JUDGMENT: Justice Sharad Kumar Sharma, Member (Judicial)]

22.04.2026:

The Appellant, had been earlier the plaintiff in C.P No.53/2012 (T.P.

No.37/2016) Prof. D. Aravindakshan v. M/s. Agastya Biopharm India Limited &

Others. In the said proceedings as drawn by the Appellant before the Ld. NCLT,

Bengaluru Bench, he had sought for the following relief, which has been dealt in

the judgment of 07.06.2019, as given in para 1 of the said judgment, which is

extracted hereunder: -

Comp App (AT) (CH) No.48/2026 Page 2 of 7 1. C.P. No. 53 of 2012 (T.P. No. 37 of 2016) is filed by Prof. D. Arvindakshan (Petitioner), U/s. 235, 237, 397, 398, 402 and 403 of Companies Act, 1956 before then CLB against M/s. Agastya Biopharm India Limited and its Directors (Respondents), by inter alia seeking to declare that the Resolutions passed for the removal of the Petitioner as the Chairman/ Managing Director of M/s.

Agastya Biopharm India Limited at the Board Meeting held on 12.04.2012 as null and void To declare resolution passed at the Board Meeting held on 15.04.2012 as null and void; To order detailed investigation into the books of account of the Company; To direct the board to pay remuneration to the Petitioner as fixed by the shareholders at the AGM dated 10.08.2011 w.e.f 10.08.2011; To declare the Petitioner as the permanent Chairman/Managing Director of the Company; To permit the Petitioner to be a joint signatory in operating the bank accounts of the Company during his lifetime as the Chairman/ Managing Director of the Company; "to set aside the illegal minutes said to be passed in the Extra ordinary General Meeting held on 27.06.2012 at Palakkad for illegal removal of the Petitioner from the post of Director of the Company".

2. It is not in dispute that, the said company petition was dismissed by the

judgment of 07.06.2019 and it was carried at an appellate proceeding, at the

behest of the Appellant by filing an appeal before this Appellate Tribunal by way

C.A. No.191/2019(T.P. No.181/2021) of which too was dismissed on 15.07.2024,

and consequentially the two judgments of 07.06.2019 & 15.07.2024 have been

affirmed by the Hon'ble Apex Court with the dismissal of Civil Appeal (Dairy)

No. 54922/2024, D. Aravindakshan v. M/S Agastya Biopharm India Ltd. & 5

others, vide its judgment of 10.02.2025.

Comp App (AT) (CH) No.48/2026 Page 3 of 7

3. The Appellant had filed a fresh company petition for same cause of action

by instituting the same on 14.07.2014, praying for the following reliefs: -

1. To declare the resolution passed for removal of the Plaintiff from the post of Chairman and Managing Director of the Company at the Board Meeting held on 12-04-2012 as per Annexure - F and the communication issued thereafter i.e., Annexure G, as null and void;

2. To permit the Plaintiff to be signatory in operating the bank accounts of the Company as the Chairman and Managing Director of the company

3. To declare the Plaintiff as the Chairman and Managing Director of the Company, Agastya Biopharma India Ltd. i.e., Defendant No.1

4. To direct the Defendant. No.7 to restore the Plaintiff's.

name as Managing Director of the Defendant No.1 Company

5. Cost of the suit

6. To pass such other further orders as this Hon'ble Court may deem fit in the facts and circumstances of the case and thus render justice.

4. The said proceedings that, was drawn by the Appellant was numbered as

OS No.5357/2014 D. Arvindakshan v. M/s. Agastya Biopharm India Limited

& Others. The proceedings of the said company petition have been closed by the

impugned order by dismissal of the company petition, which is now under

challenge before this Appellate Tribunal, by preferring of the present company

appeal.

5. The reasoning, that has been assigned by the Ld. Tribunal in the impugned

order, after assessing the entire evidence on record, has been that the subsequent

Comp App (AT) (CH) No.48/2026 Page 4 of 7 suit filed by the Appellant would not be maintainable being barred by principles

of res-judicata, owing to the fact that for the same cause of action and the for the

same relief on the same facts, he has already agitated the C.P No.53/2012 and the

judgment rendered thereof on 07.06.2019 has attained finality upto the Hon'ble

Apex Court with the withdrawal of Civil Appeal on 10.02.2025, and hence, the

re-agitation of the same cannot be permitted, as that would be an abuse of process

of law.

6. The Appellant-in-person argues that since the civil appeal, which has been

dismissed by the Hon'ble Apex Court, is on the ground that the Appellant has

sought its withdrawal, that will not attract the principle of res judicata because

withdrawal in itself will not amount to be an adjudication of the judgment of this

Appellate Tribunal on merits. Hence, he submits that since the civil appeal was

dismissed as withdrawn by the Hon'ble Apex Court, it will always be open for

the Appellant to reagitate the cause for its fresh adjudication because the earlier

judgment of the Appellate Tribunal has not attained finality since the civil appeal

by the Hon'ble Apex Court has not been decided on merits.

7. This argument of the Appellant-in-person cannot be appreciated by this

Appellate Tribunal for the reason being that the Appellant himself was the master

of his proceeding before the Hon'ble Apex Court when he has preferred the civil

appeal as against the earlier judgment of the Appellate Tribunal and in case if he

had any intention to pursue his cause being aggrieved against the appellate

Comp App (AT) (CH) No.48/2026 Page 5 of 7 judgment he ought to have pressed upon the civil appeal before the Hon'ble Apex

Court on its own merit. Having not done so and having chosen to withdraw the

appeal, will amount to that he didn't intend to press upon the civil appeal the

proceedings of which was being mastered by him and that withdrawal in itself

will amount to that the Appellant in principle, has accepted the propriety of the

earlier judgment of the Appellate Tribunal dismissing his appeal as against the

judgment of earlier Company Petition No. 53/2012. In that eventuality, the

argument extended by the Appellant-in-person that the principle of res judicata

will not apply is not acceptable by this Appellate Tribunal.

8. Even upon a simplicitor analysis, the issue, which was dealt with by the

Ld. Tribunal in the judgment of 07.06.2019, as extracted above, is compared with

the relief that has been sought for by the Appellant in OS No.5357/2014, the relief

sought for is identical, being prayers to set aside certain board resolution, to

permit him to be the signatory in bank operations, and to declare him as Chief

Managing Director of the company, among other prayers.

9. Since the issue has already been laid to rest and has attained finality up to

the Hon'ble Apex Court, the same cannot be permitted to be repeatedly agitated,

by the Appellant before the Courts of law, because a judicial proceeding has to

be brought to an end to a certain point of time. Since the judgment of 07.06.2019

& 15.07.2024, has been affirmed by the Hon'ble Apex Court, these orders still

hold good in the eyes of law, and re-agitation of the same by filing of OS

Comp App (AT) (CH) No.48/2026 Page 6 of 7 No.5357/2014, would not be maintainable, and hence the same has been rightly

dismissed by the Ld. Tribunal by the impugned order 13.02.2026.

10. Since the dismissal of OS No.5357/2014 does not suffer from any legal

error, it doesn't call for any interference by this Appellate Tribunal in the exercise

of its appellate jurisdiction under Section 421 of the Companies Act, 2013.

The 'company appeal' lacks 'merit' and the same is accordingly 'dismissed'.

[Justice Sharad Kumar Sharma] Member (Judicial)

[Jatindranath Swain] Member (Technical)

SN/MS/AK

Comp App (AT) (CH) No.48/2026 Page 7 of 7