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Judgment
(Hybrid Mode)
Heard the Learned Counsel for the Appellants and the Learned Counsel appearing for the Respondent Nos.1 to 3. This Appeal has been filed against the order dated 13.01.2026, passed by the Learned NCLT, Kochi Bench, in CP(C/ACT)/42/KOB/2025. These are the proceedings which were filed under Sections 241 & 242 of the Companies Act, 2013. In these proceedings, the order passed by the Learned NCLT on 13.01.2026, where in paragraphs 11 to 13, the following has been observed: -
“11.Even otherwise, by availing a concession of time in implementation of the Resolution passed in EGM held on 15.12.2025, ie, to keep that decision in abeyance of one month, the applicant had waived off its right to agitate the issue on merits, as such, the judgments cited today would not be helpful to the applicant in any manner at this stage.
12.There is no legal impediment to adopt and implement the decision of shareholders taken in the EGM.
13.Respondents may file their reply within 14 days with a copy to the other side, and the other side may file a rejoinder if any, before the next date of hearing.”
The Learned Counsel for the Appellants challenging the impugned order submitted that the proceedings under Sections 241 & 242 to be read with Section 213 of the Companies Act, 2013, were initiated by the Appellant with respect to the family company, where a dispute had arisen between the brothers and the Appellant herein had decided to quit, and a valuation was supposed to be undertaken.
The Learned Counsel for the Appellants submitted that the valuation was already undertaken and the draft report has already been submitted.
The Learned Counsel for the Appellants have referred to the earlier order dated 11.12.2025 passed by Learned NCLT, where it was submitted on behalf of the Appellants i.e., the Appellants/Petitioners have no objection if the Respondents may conduct the EGM as scheduled and stated that, by that time, he will not press for any interim protection at this stage provided that, the Respondents agreed not to implement the resolution to be passed in the EGM for one month.
The court has, after recording the said observations, had adjourned the matter for the next date on 02.01.2026. The submission is that, the Learned Adjudicating Authority in the impugned order particularly in para 11 has treated that, as if the Appellants have waived off their rights to agitate their issue on merits, which is not correct, since what was submitted by the Appellants was that, they will not raise any objection, if the Respondents conduct the EGM as scheduled and the result is not implemented for one month.
The Learned Counsel for the Respondents submitted that the EGM, which was not to be implemented for one month, it has already been implemented since the period of one month, having elapsed and no further orders were passed for non-implementation. It is further submitted that, the Appellants, however decided to quit, the valuation, being available, the final computation shall be done, and for that purpose the matter is already fixed for 16.04.2026.
We have heard that the Learned Counsel for the parties and have perused the records. The proceedings are still pending and are to be heard finally on 16.04.2026 as submitted by the parties. The Learned Counsel for the Appellant submitted that the pleadings are not yet complete. The EGM has already been implemented as submitted by the Respondents, we cannot put the clock back at this stage. We are satisfied that, the submission of the Appellant that the Learned Adjudicating Authority has not correctly recorded its finding in para 11 of the impugned order, as regards that the Applicant had waived off its rights to agitate the issue on merits. We clarify that the observations of para 11 shall not come in the way of the Appellant in agitating any issue before the Learned NCLT, including the praying for any further interim relief as may be advised.
In view of considering the aforesaid reasons, we have no reason to keep the Appeal pending here. We dispose of the Appeal with the aforesaid observations.
The Respondents Nos.1 to 3, who are the contesting party, have already appeared. We don’t see any reason to issue notices to other Respondents. Liberty is granted to the other Respondents to file an application if they are so advised.
The Learned Counsel for the Respondent submit that they were independent directors and auditors, etc. Hence, we see no reason to issue notices at this stage. IA Nos.544/2026 & 545/2026 for interim relief are also disposed of accordingly.