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Judgment
(Hybrid Mode)
Oral Judgment : Justice Sharad Kumar Sharma, Member (Judicial):
Heard Ld. Counsels for the parties.
The challenge as given by the Appellant in the instant Company Appeal, is to the order of Ld. NCLT dated 12.12.2025 in CP No. 130(CHE)/2025 being the proceedings carried under Section 241 & 242 of the Companies Act, 2013. The impugned order is seen to be in the shape of being an Interlocutory Order, which being procedural in nature, may not be having any iota of effect of deciding any right of the parties to the proceedings of the aforesaid Company Petition No. 130 (CHE) / 2025 which is yet to be decided on merits.
In the said proceedings of the Company Petition, the Petitioner through his Counsel had sought for a number of reliefs including declaring of EGM proceedings of 10.12.2025 and consequences arising therefrom as null and void and a fair valuation of shares held by him in the Respondent No. 1 Company by an Independent Valuer under the supervision of Ld. Tribunal. This aspect, we are not embarking or remarking upon in any manner. The Ld. Tribunal on the issue of fair valuation had carved out an exception, which is rather a procedural exception that the proposal being offered by the interested buyers to buy the shares of the Respondent No. 1 Company needs to be considered and for that purpose, and directed Respondent Nos. 2 & 3 to share the details of the said proposal with the Appellant.
The Ld. Tribunal had further directed the Petitioner / Appellant herein to submit his response within two weeks of the submission of the proposal by the Respondent Nos. 2 & 3.
Up to this stage, there is no factual dispute. The Appellant alleges that he is being compelled to give his response to the said proposal, which is bad in law. We feel that Appellant's rights are not affected in any way till this point of time. Only precaution which we think is apt to be observed and is required to be taken is that in order to meet the legislative spirit of the provisions contained under Section 424 of the Companies Act, under which the proceedings under the Companies Act, are to be guided by natural justice, upon submission of the proposal by Respondent No. 2 as directed by the impugned order and upon submission of the response by the Petitioner, before any call is made finally on the proposal thus submitted by Respondent No. 2 & 3, the Ld. Tribunal will ensure that the parties are given an effective hearing, before the proposal is acted or considered determining an aspect of dispute on merits.
Subject to the above, the Company Appeal (AT) (CH) No. 05 / 2026, would stand closed. The connected pending Interlocutory Applications, if any, would too stand closed.