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This appeal is filed against an impugned order dated 13.12.2024 passed by Ld. National Company Law Tribunal, Kolkata Bench in CP/199/KB/2024 by which the Ld. NCLT has directed a status quo on the shareholding directorship in the company till the next date of hearing and had also ordered that no debit shall be made from the bank accounts by any of the parties before informing by way of e-mail and that too only to run the affairs of the company.
Respondent No.1 is a 33% shareholder and was director of Respondent No.2 company when he filed the company petition challenging the convening of the meeting of the Board of Directors of the company on 14.08.2024 to decide upon requisition received from 66% shareholders of the company, to hold EOGM for removal of Respondent No.1 from the directorship and appointment of one as a Managing Director of the company.
It is alleged on 10.08.2024 one Mr. Devendra Bajaj was appointed as a director. The EOGM of 10.08.2024 was later adjourned to 17.09.2024 and on that day the Respondent No.1 was removed as a director.
This fact was brought to the notice of the Ld. NCLT on 23.09.2024 when it passed the following order: -
“1.Ld. counsel for the petitioner present.
2.Based upon the submissions made by the petitioner seeking restraint on his removal from the Board, we had reserved the matter for interim orders on 06.09.2024. Today when the matter was taken up upon mentioning, it was intimated by the petitioner that he has been removed on 17th September, 2023 in an EGM without seeking liberty from the Tribunal.
3.We deem it appropriate to restrain the Respondents from implementing the resolution of 17th September, 2024 whereby and whereunder the petitioner has been removed from the Board till an order is passed in CP 191/2024 which was reserved for order on 06th September, 2024.
4.Since the apprehensions have been raised on both the sides regarding siphoning of the money from the Company, we hereby restrain both the parties not to operate Bank accounts till further orders.”
By this order the Ld. NCLT restrained the respondents from implementing the resolution of 17.09.2024 wherein Respondent No.1 was removed from the Board, till the order was to be passed in CP No.199/2024 as was reserved for order on 06.09.2024.
Ultimately the impugned order was passed on 13.12.2024 wherein status quo qua shareholding and directorship was maintained per para 14 of the impugned order as under: -
“14.In view of the allegations and counter allegations that require adjudication and review of unnecessary and unexplained transfer of funds to various accounts, we deem it appropriate to order a status quo on the shareholding and directorship in the company till the next date of hearing and order that no debit shall be made from the bank accounts by any of the parties before informing by way of e-mail and that too only to run the affairs of the company. The parties shall exchange the authorised e-mail address with each other to avoid a non-receipt accusations on a later date.”
Such order qua operation of the bank account was later modified by us on 13.02.2025 as follows:-
“3.Heard in view of the allegations and counter allegations, it would be appropriate if two bank accounts of the company viz A/c No.50200058494196 with HDFC Bank and A/c No.627505031423 with ICICI Bank be operated jointly, both physically as well as online, for the day to day functioning of the company, with signatures of the Appellant and of Respondent No.1, till further orders. List this appeal on 24.04.2025.
The appellant has challenged the impugned order alleging it does not mention the averments made by them, as are captured in their written synopsis at Page 282 of this appeal and is passed merely on averments made in the company petition. Further it was argued the order dated 23.09.2024 restrained the company from implementing its resolution dated 17.09.2024 qua the removal of Respondent No.1 only till the date of the impugned order and such impugned order is now being challenged. It was argued none of the contentions raised by the appellant herein were noted or dealt with in the impugned order.
However we note, paras 8 to 10 of the impugned order duly notes the contentions of the appellant herein as under: -
That in view of such large scale misappropriation of the company's fund, the Petitioner lodged a complaint against the Respondent No.2 for colluding with the Bank Officials and syphoning of company's funds with the local Police Station vide their letter dated 3 rd June, 2024 which was converted into an FIR being No.72 dated 3rd June, 2024. The Respondent No.2 has filed a Criminal Revision Petition being CRR 2319 of 2024 before the Hon'ble High Court at Calcutta, inter alia, praying for quashing of the said FIR, which is pending consideration before the said Hon'ble Court.
That on or about 9th August, 2024, the Petitioner was served with a purported notice through speed post for convening a Board Meeting scheduled on 14th August, 2024 to remove the Petitioner from the Board by imputing some false and frivolous allegations and seeking to induct Mr. Devendra Bajaj in his place. The said notice was accompanied with a purported requisition notice allegedly signed by the Respondent Nos.2 and 3 to convene an extraordinary General Meeting of the shareholders for passing ordinary Resolution on the Agenda concerning removal of the Petitioner from the Board on the alleged ground of financial misappropriation which is utterly oppressive. The Petitioner has objected to defalcation of company's funds at the instance of the Respondent No.2. It is alleged that siphoning away of company's funds to the tune of 1.5 crores on the part of the Respondent No.2 is not only illegal but a clear instance of continuous acts of oppression of a minority shareholder and mismanagement as regards affairs of the company.
Per contra, the Respondents while repelling the allegations would submit that the petition all along in control of Management and was guilty of siphoning away of funds. The Respondent, if fact, has secured an amount of 2 crores by way of FD. Further FD could not be created due to a debit freeze order.
Further we note the impugned order is merely an interim order to protect the status of Respondent No.1 as was on the date of filing of the petition and the matter is now being proceeded with before the Ld. NCLT for disposal wherein the veracity of resolution dated 17.09.2024 passed in the EOGM shall be tested. Hence we find no fault in the impugned order as it was passed merely to protect the subject matter of the lis before the Ld. NCLT. Moreso admittedly the order dated 23.09.2024 was never challenged by the appellant, herein.
Hence we dispose of this appeal without interfering in the impugned order dated 13.04.2024, modified vide our order dated 13.02.2025, which shall continue.
Pending applications viz I.A. No’s 995/2025 and 996/2025 are also disposed of.