2026 (3) TMI 513

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....der Kumar, Adv. Mr. Anup Jain, Adv. Mr. Ashok Kumar Jain, Adv. Ms. Nishtha Goel, Adv. Mr. Shashwat Dubey, Adv. Mr. Vikrant Pachnanda, AOR Mr. Amrish Kumar, AOR  Ms. Aishwarya Bhati, A.S.G. Mr. P.V.Yogeswaran, Adv. Mr. Sanjay Kr.Tyagi, Adv. Mr. Rajan Kr.Chourasia, Adv. Mr. Ishaan Sharma, Adv. Ms. Shreya Jain, Adv. Mr. Abhishek Singh, Adv. Dr. Arun Kumar Yadav, Adv. Mr. Raj Bahadur Yadav AOR Mr. Sudarshan Lamba, AOR Mr. Amar Dave, Sr. Adv. Mr. P. S. Sudheer, AOR Mr. Rishi Maheshwari, Adv. Ms. Anne Mathew, Adv. Mr. Bharat Sood, Adv. Mr. Jashan Vir Singh, Adv.  Mr. Ranjit Kumar, Sr. Adv. Mr. Dhruv Mehta, Sr. Adv. Ms. Bindi Dave, Adv. Mr. Aman Raj Gandhi, AOR Mr. Vardaan Bajaj, Adv. Ms. Dhruvi Mehta, Adv. Mr. Ojasvi Sharma, Adv. Mr. Kartikey, Adv. Mr. Dhairyah, Adv. Mr. Amol Nirmalkumar Suryawanshi, AOR. ORDER PER AUGUSTINE GEORGE MASIH, J. 1. The present Appeals are directed against the order dated 11.10.2022 ("Impugned Order") passed by the National Company Law Appellate Tribunal, New Delhi ("NCLAT"), in Company C.A. Nos.9052-9053/2022 Page 2 of 17 Appeal (AT) No.104 of 2021 along with Contempt Case (AT) No.02 of 2022, whereby the NCLAT set aside the order dated 29.....

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....ed in negotiating the exit of the Israeli joint venture partner. By a Securities Purchase Agreement dated 06.05.2016, the Levinstein Group exited Respondent No.2 by selling its 64.08% stake to Respondent No.1 for approximately Rs. 1.2 crores. Consequently, Respondent No.2 became a wholly owned subsidiary of Respondent No.1. 6. On the same date i.e. 06.05.2016, Appellant No.1 entered into arrangements for acquisition of the entire shareholding of Respondent No.1 in two tranches. Pursuant thereto, Respondent Nos.4 and 5 handed over 4,000 equity share certificates of Respondent No.1 along with signed share transfer forms (SH-4) in favour of Appellant No.1. The Appellant No.1 agreed to undertake the responsibility of all present and future liabilities of Respondent No.2 by entering into Side Letter dated 06.05.2016. Appellant No.2 was inducted into the board of Respondent No.2 as an Additional Director on 23.05.2016, and his appointment was confirmed at the Annual General Meeting held on 30.09.2016. 7. It is inter alia the case of Appellants that between 2016 and 2019, the project is stated to have been revived under the management of Appellant No.2. Statutory approvals were obta....

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....ere not complied with. 12. On 08.04.2021, the Registrar of Companies alerted Appellant No.2 regarding an attempt to file DIR-12 forms showing his removal as Director of Respondent No.2, purportedly pursuant to an EGM dated 13.03.2021. The said filing was rejected by the Registrar on account of deficiencies. 13. On 04.05.2021, the Appellants instituted Company Petition No.159(MB) of 2021 ("Company Petition") before the NCLT, Mumbai Bench, under Sections 241, 242, 244 and 59 of the Companies Act, 2013, alleging oppression and mismanagement, fabrication of statutory filings, illegal induction of directors, and imminent stripping of assets. Interim reliefs were sought to restrain further alienation of assets and changes in management. 14. The NCLT, by an order dated 29.07.2021 declined to grant interim relief, observing that it was not inclined to pass any interim orders at that stage. 15. Aggrieved thereby, the Appellants preferred Company Appeal (AT) No.104 of 2021 before the NCLAT on 02.09.2021. During the pendency of the appeal, it is alleged that Respondent No.2 executed a conveyance deed dated 08.09.2021 in favour of Spenta Suncity Private Limited in respect of the en....

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....re it. The purpose of the interim arrangement was, therefore, to ensure that the subject matter of the dispute remained protected while permitting the statutory forum to proceed with the adjudication of the petition. 23. Subsequently, developments were brought to the notice of this Court indicating that Spenta Suncity Private Limited, in whose favour the project land had been conveyed, had been admitted into corporate insolvency resolution process under Section 7 of the Insolvency and Bankruptcy Code, 2016 on 10.07.2024, and that an Interim Resolution Professional ("IRP") had been appointed. In view of these developments, this Court by order dated 15.07.2024, after impleading the concerned entity through its IRP as Respondent No.11, directed that no construction be carried out on the property which forms the subject matter of the present proceedings. The restraint was intended to ensure that no irreversible changes were made to the project land while the dispute regarding the underlying corporate control and transactions remained unresolved. 24. Thereafter, certain applications were moved before this Court placing on record photographs depicting excavation pits and expressing....