TaxTMI 
TaxTMI 
TaxTMI 
2026 (2) TMI 37
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....e sur-rejoinder by Tuesday i.e. 02.12.2026 and it is pre-mature to argue this matter. Learned Counsel for the Respondent further informs that they shall not be making any re- payment of loan to the director, however, taking note of withdrawal of some amounts immediately after modification of earlier recording in the order by the Respondent, we consider it appropriate to direct that no payment shall be made to any of the Respondent or their relatives or any concern associated/connected to these persons. Further, no third party interest in the immoveable property shall be created in any manner. 3. The argument of the parties in relation to appointment of the valuer shall be heard of the next date and the appropriate order shall be considered. The Respondent No. 2 and 3 shall also be at liberty to place on record a reply to the Affidavit filed by the Respondent No. 4 on or before next Tuesday. 4. Ad interim relief, if any in force in this matter, shall continue to remain in force." 2. The impugned order dated 11.12.2025 is as under:- "2. Heard the learned counsel for Petitioner as well as Respondent. The Petitioner shall re-join on 19.12.2025. It is clari....
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....ned on the next date of hearing. 7) Interim Order, if any, as stated to be in force, shall continue to be remain in force till the next date of hearing." 4. It is the submission of the Ld. Sr. counsel for the Appellant the Appellant No. 2 holds 54% shares whereas Respondents No. 2 and 3 hold 40.6% shares in Respondent No. 1 company and as such the Appellants are in majority. Further, the Appellant have been in control of day to day operations of the company since its inception and the Respondents No. 2 and 3 have rather opted to exit the Respondent No. 1 Company and have rather incorporated two companies of their own, doing competing businesses with Respondent No. 1 Company and the respondents have also taken away the employees of Respondent No. 1 company to their companies and have further refused to continue their guarantees to the loans granted to Respondent No. 1 Company. 5. It is the submission of the Ld. Counsel for the Appellant without considering the interest of the company which is paramount and without going into the merits of the case, the impugned orders have been passed. He rather referred to an order dated 14.10.2025 which read as under:- "CP/....
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.... the Order dt. 14.10.2025, passed in the present Company Petition shall remain unaltered and above observations shall form part of the Order dt. 14.10.2025, passed in the present Company Petition. 6) Interim Orders, if any, as stated to be in forced, shall continue to remain in force, till the next date of hearing." 7. Thus, it is the submissions of the Ld. Counsel for the Appellants already the order dated 14.10.2025 stood clarified vide order dated 10.11.2025, hence, there was no reason to pass order dated 28.11.2025 qua payments, not related to remuneration and also qua creation of 3rd party interest in immovable property, when no such prayer was ever made. 8. Further, the Appellants have also challenged the order dated 19.12.2025 giving right to Respondents No. 2 and 3 to act as directors in the Board by arguing per Section 167(1)(b) of the Companies Act, 2013 they remained absent in the Board meetings for one year in continuation and thus earned disqualification and hence could not have been directed to act as directors in the Board of Directors per order dated 19.12.2025. 9. However, Ld. Sr. Counsel for the Respondent argued (a) the appeal suffers from inter....
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....n qua payments and rather stated no 'remuneration' was paid to directors. However, while dealing with the matter on 28.11.2025 the Ld. Counsel for the Appellant rather informed they shall not be making any repayment of loan to the directors and the Ld. NCLT rather noted the withdrawal of large amounts immediately after modification of the earlier order dated 10.11.2025, and for this reason alone, and in the interest of the company, the Ld. NCLT on 28.11.2025 directed no further payments be made to any of the Appellants or their relatives or associated /connected person and in these circumstances the Ld. NCLT further directed that 3rd party interest in the immovable properties of the company be not created. 15. We find nothing wrong in passing such order since prayers have already been sought in the company petition. Now though the Ld. Sr. Counsel for the Appellant objects to the status quo on assets on the ground the assets are required for collateral securities but had failed to disclose of such collateral securities or if are required to be furnished during the period from 09.01.2026 till the order is pronounced. There is no pleadings to this effect as of now. Thus, in case su....