Think & Learn Private Limited vs Aakash Educational Services Limited & Ors.

Per : Justice Sharad Kumar Sharma, Member (Judicial):

This Company Appeal is preferred under Section 421 of the Companies Act, 2013, challenging the Impugned Order of 30.04.2025, which was passed by the Ld. NCLT, Bengaluru Bench, in C.A.No. 68 / 2025 in CP/46/BB/2025.

If the finding which has been recorded, in the Impugned Order and particularly that as contained in Para 7 of the said Order is taken into consideration, Ld. NCLT in the Impugned Order, while observing that though the Ld. Senior Counsel for the Petitioner, has been pressing for grant of the further Interim Reliefs, the matter pertaining to the issue of the shareholding of the Petitioner (TLPL) in Respondent No. 1 Company is yet to be fully heard, has directed by way of a consent order that the shareholding of TLPL in the Respondent No. 1 Company will not be diluted, till the prayer of the Petitioner (TLPL) for the grant of interim reliefs are heard and decided by the Tribunal on the next date fixed, which was settled to be as 06.06.2025.

The said Company Petition i.e. CP No. 46 / BB / 2025, Ld. NCLT had passed an Interim Order dated 27.03.2025 directing the Respondents to maintain status quo in respect of their shareholding of Respondent No. 1 Company as on date, till next date of hearing. The order was challenged before Hon’ble High Court of Karnataka in Writ Petition No. 10842 / 2025 c/w Writ Petition No. 10859 / 2025, Hon’ble High Court after hearing both sides, set aside the said Interim Order granted therein by Ld. NCLT on 27.03.2025 by an Order dated 08.04.2025 and remitted back the matter to Ld. NCLT for fresh consideration on the date already fixed i.e. 30.04.2025 and passing of appropriate orders, in accordance with law, after hearing all Counsels representing the respective parties, after getting an undertaking from the Respondents that shares of M/s. TLPL would not be diluted till the Tribunal hears the matter and passes the necessary orders on the date fixed i.e. 30.04.2025.

Without expressing any opinion on the merits of the matter and particularly the observations / inferences made in the Interim Order dated 27.03.2025, looking to the implications flowing from the Order dated 08.04.2025, which was passed by the Hon’ble High Court of Karnataka and the consent extended by the Ld. Counsel for the Applicant, to the nature of the interim relief granted by the Impugned Order of 30.04.2025, we are of the view that the Impugned Order dated 30.04.2025 would be a consensual order and since it was directed to be made a subject matter of consideration on a further date within that the Impugned Order, the said Order is exclusively interlocutory in nature which is yet to be considered on merits and yet to be given a final shape till the conduct of the final hearing when the interim reliefs prayed for, are heard and decided by the Tribunal. Since the Impugned Order takes the shape of an interlocutory order, which is not deciding any of the rights of the parties, coupled with the fact that the order takes the shape of a consenting order, no interference is called for by this Tribunal in the exercise of its Appellate Jurisdiction at this stage. Thus, the instant Company Appeal (AT) (CH) No. 68 / 2025 lack merits and the same is accordingly dismissed. The connected pending IA No. 701 / 2025 is closed.