TaxTMI 
TaxTMI 
2025 (10) TMI 1198
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....ice Sharad Kumar Sharma, Member (Judicial)] The Appellant in the instant Company Appeal, is the Petitioner / Applicant to the Application IA(C/Act) No.115/KOB/2025, where the Appellant had sought for grant of an interim relief during the pendency of the Company Petition preferred by him, being CP(C/Act) No.31/KOB/2024 before Learned NCLT, Kochi. The said Application has been rejected by the Learned Tribunal by the order dated 26.08.2025. Aggrieved by the said order, the instant Appeal has been filed. 2. Brief facts, which require a marginal reference is that, the Appellant had preferred a Company Petition, by invoking the provisions contained under Section 241 & 242 of the Companies Act, 2013, praying for a grant of appropriate orders....
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....mpany petition; 1. Set Aside the Annexure-A6 Notice and direct the 2nd Respondent to call back the proposed meeting. 2. That the Respondents be directed to maintain status quo with regard to the Shareholding of the 1st Respondent company as on 29.10.2024; 3. That the Respondents 2-5 be restrained from filing any documents, returns, forms, report, certificate, balance sheet, statements on behalf of the 1st Respondent company, without the approval of the Hon'ble Tribunal; 4. Grant such interim reliefs in terms of the main relief to the extent deemed just and necessary by this Hon'ble Tribunal". 3. Apart from the said interim relief as sought for in the Company Petition, the Appellant, on 23.06.2025, had ....
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....l contentions, and the averments, which were made in the proceeding, held on 23.06.2025, observed and recorded a categorial finding that there was no procedural anomaly in so far as it relates to the issuance of the notice of 09.06.2025, for the purposes of holding of the EGM on 01.07.2025 and further observed that any resolution passed or any action taken in pursuance to the proceedings to be held on the basis of the notice of the EGM dated 09.06.2025, would be subject to the decision to be taken on the said Interlocutory Application. Learned Tribunal also observed that the Board of Directors of the 1st Respondent Company had already called the EGM as per the provisions of the Companies Act, 2013, and that, in the said EGM, supposed to be ....
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....is that the corporate democracy must prevail, until or unless the statutory process is abused. In the instant case, the Appellants had not been able to establish before the Learned Tribunal or by way of any documents, which have been placed on record that there was any procedural anomaly, because the notice of 09.06.2025 and the special notice, which was floated by the shareholders holding more than 66.64% voting powers, satisfy the procedures contemplated under the Companies Act. The copy of the said notice was duly served upon the applicants, and they were provided with an opportunity to represent their case, the EGM was conducted with full transparency including the appointment of an independent scrutinizer and the minutes of the meeting....
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....o the conclusion in the impugned order that since there was no legal flaw in calling upon the EGM, there is no case for an interference by way of grant of an interim order as it was prayed for in the IA that, was preferred by the Appellant. 8. By the time when the IA(C/Act) No.115/KOB/2025 was finally considered by the impugned order of 26.08.2025, the EGM of 01.07.2025 had already been conducted, and Appellant No.2 had been directed removed from the post of director. Thus, the Tribunal observed that by the time the IA was heard on 30.07.2025 or even on the date when the impugned order was passed i.e., on 26.08.2025, since the EGM has already been conducted on 01.07.2025 consequent to which Appellant No.2 since has already been removed f....
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....on 169 of the Companies Act, to be read with Section 116 of the Companies Act, for the reasons which have been given therein. The Respondent Counsel has attempted to justify that the holding of the EGM of 01.07.2025, holding that it cannot be said to be contrary to law or owing to the conduct of Appellant No.2, which was in consonance to the special notice under Section 115 to be read with Section 169 of the Companies Act, 2013. We, at this stage, are refraining ourselves from making any remark upon the set of eleven allegations that has been levelled against the Appellant No.2, which obviously would be the subject matter of the Company Petition, to be decided for which liberty has been given by Learned NCLT as contained in para 16 of the i....