Thoyajakshi Bai Sakranaik vs Patanjali Hospitals Private Limited

SMT. LATHA MUKUNDA RAO Director, Patanjali Hospitals Pvt. Ltd. Residing at: No.6, Gokula Bheemasamudra Road, 2nd Stage, Dhavalagiri Extension, Chitradurga - 577501 ...RESPONDENT NO. 3 Present : For Appellant : Mr. Vinay Kumar, Advocate For Respondents : Mr. Bharadwajaramasubramaniam R, Mr. Rishitha Kishan & Mr. Samjyor Lepcha, Advocates for Respondents No. 2 and 3.

Company Appeal (AT) (CH) No. 65/2025 Page 1 of 6 JUDGMENT

(Hybrid Mode) [Per: Justice Sharad Kumar Sharma, Member (Judicial)] The Appellant is the Applicant to the Proceedings of Company

Petition No. 127/BB/2023. She agitates her grievance being aggrieved as

against the impugned order dated 01.05.2025, as it has been passed by the

Ld. National Company Law Tribunal, Bengaluru Bench, whereby, post

hearing of the Company Petition, on 22.05.2025, the Ld. Tribunal had

declined to grant an Interim Order prayed for to the effect of keeping the

proposal of the proposed EGM of Respondent No. 1 in abeyance.

2. An interlocutory application, which seeks for grant of an interim order

in a pending proceeding under Sections 241 & 242 of the Companies Act,

2013, or for that matter, in any judicial proceedings before a court of law

engaging deciding a right of a party, is in the nature of an absolutely

discretionary remedy, which would be exclusively depending upon the

establishment of a fact and the right and the likelihood of prejudice, which

will be caused to the applicant who has applied for the grant of such interim

order.

3. In fact, in the finding which, has been recorded by the Ld. Tribunal

while declining to grant the interim order, as against the conduct of the

proposed EGM of Respondent No. 1 Company, it has observed that

Company Appeal (AT) (CH) No. 65/2025 Page 2 of 6

(a) The meeting of the Board of Directors of the company was

called vide their letter dated 29.04.2025, in which a resolution

to hold the EGM on 23.05.2025, for considering the removal of

the Appellant from the Directorship of the Company

(Respondent No. 1) was passed.

(b) As per, the Audit Report, submitted by the M/s. Yedida and

Associates, which was furnished by the Respondent's Advocate

the total amount collected in cash from the patients during the

period from 01.01.2021 to 31.03.2023, was Rs 1,38,52,270/-,

whereas the amount, remitted into cash counter of the hospital

was only Rs. 56,05,900/-, leaving an amount of Rs. 82,46,370/-

as allegedly retained by the Appellant which is allegedly

misappropriated by her.

(c) The Audit Report of M/s. Yedida and Associates is based on the

patient register and is not intended to single out the Appellant

as it also mentions about the other doctors in the Report.

(d) Despite having committed to function as a medical professional

with the Respondent Company based on the service contract,

the Appellant has engaged herself in taking outside patients and

providing them medical services on regular basis which were

Company Appeal (AT) (CH) No. 65/2025 Page 3 of 6 not permitted by the terms of the contract of employment of the

Appellant.

(e) The Tribunal has heard the submissions made on behalf of the

parties and perused the relevant materials on record.

4. The Ld. Tribunal has further noted that, it has also come on record,

that there are various other sets of litigation, which are simultaneously going

on between the parties, which would be apparent from the documents which,

has been placed on record, which the Appellant chose not to disclose even

during oral submissions and thus has not come with clean hands.

5. It has further observed that the resolution to appoint a Forensic

Auditor dated 22.04.2024, was not objected by the Appellant till she moved

to press upon the stay application for the grant of the interim relief.

6. Ld. Tribunal has further observed that the Appellant had functioned in

a fashion detrimental to the interest of the Respondent No. 1, to whom she

was contractually bound to render the services by changing over and above

what they have been billed at the hospital and therefore she cannot claim to

be oppressed and that by attending to patients in other medical facilities and

thereby promoting such facilities, may attract Section 166 of the Companies

Act, 2013.

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7. Looking into the findings as above and particularly the observations

that the Appellant has to come with clean hands for grant of equitable relief,

the rejection of the prayer for the grant of interim relief cannot be legally

faulted with, because the actions of the Appellant have prima facie have

resulted in continuous breach of service contract.

8. Besides that, the grant of an interim relief in a judicial proceeding, is

absolutely a discretionary remedy depending upon the establishment of the

prima facie case. It is not mandatory to exercise discretion by the court

exercising the judicial powers, in a manner expected by the Applicant to the

proceedings, for the grant of an interim relief. Owing to the apparent

commissions and omissions on part of the Appellant as recorded by Ld.

Tribunal being apparently in violation to the statute, the proceedings drawn

by way of carrying out the proposed Extraordinary General Meeting of the

Respondent Company does not appear to suffer from any legal vices. Apart

from it, rejection of the interim relief as prayed for, being of an interlocutory

nature, will not amount to be an adjudication of any of the rights, which is

still a subject matter of the appeal, as it would still be left open to be

independently decided after the exchange of pleadings and enabling the

parties to lead their evidence. Thus, a denial to grant the interim relief by the

impugned order of 01.05.2025 owing to the conduct which, was considered

by the Ld. Tribunal as unbecoming of a medical officer for Respondent No.

Company Appeal (AT) (CH) No. 65/2025 Page 5 of 6 1, to whom the Appellant owed an allegiance, does not suffer from any legal

vices and hence does not call for any interference.

9. Apart from the fact that, it is an interlocutory order, the impugned

order is based on sound reasoning, and the equity does not support the case

of the Appellant. The appeal is 'misconceived' and the same is accordingly

'rejected'

[Justice Sharad Kumar Sharma] Member (Judicial)

[Jatindranath Swain] Member (Technical)

06/06/2025 SN/MS

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