TaxTMI 
TaxTMI 
2026 (9) TMI 1934
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....al, New Delhi Bench-IV (Ld. NCLT) in Company Petition No. 157/241-242/ND/2019 and I.A. No. 78/2025, whereby the Company Petition filed by the Appellants under Sections 241 and 242 of the Companies Act, 2013 has been dismissed and I.A. No. 78/2025 - an application filed by Respondents No. 1 and 2 alleging acts of perjury - has been allowed. Submissions of the Appellants: 2. The Petition concerns the affairs of the Respondent No. 1 company, M/s VCare Technologies Private Limited ["the Company"], a private limited company registered in New Delhi. The Company is engaged in the business of developing various technological products. The Company is the holding company of its subsidiaries and step-down subsidiaries. 3. Respondent No. 1 is the parent company of a wholly-owned subsidiary, Diro Inc., incorporated in Delaware, United States of America, which in turn held a wholly-owned subsidiary, Diro Labs Limited, incorporated in the United Kingdom. The principal value of assets of Respondent No. 1 lay in the intellectual property, technology, software and business developed over several years under the guidance of Appellant No. 1, which was vested in the aforementioned overseas sub....
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....ons and transactions that were alleged to be oppressive to the Appellants and prejudicial to the interests of Respondent No. 1 Company. 6. Following the resignation of Appellant No. 1/Mr. Nikhil Rai from the management of Respondent No. 1/VCare Technologies Private Limited, Respondent No. 2/Mr. Vishal Gupta devised a calculated scheme to divest Respondent No. 1/VCare Technologies Private Limited of its most valuable assets, namely its intellectual property, technology, goodwill and business held through its wholly owned subsidiary, Diro Inc. (USA), and its subsidiary, Diro Labs (UK). In furtherance of the said scheme, Respondent No. 2, had incorporated a new company in August 2019, namely Internet Original Documents Inc., United States ("IOD"), as a wholly owned subsidiary of Respondent No. 1. The incorporation of IOD was not a bona fide business decision, but formed an integral part of the restructuring which was devised by Respondent No. 2/Mr. Vishal Gupta, whereby IOD was intended to serve as the vehicle for transferring the business, assets and intellectual property of Diro Inc. and Diro Labs (UK), followed by the dilution of Respondent No. 1's shareholding therein throu....
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...., but was designed solely to abandon the existing investors and creditors of Respondent No. 1, while simultaneously divesting the Company of its most valuable assets and intellectual property to facilitate Respondent No. 2/Mr. Vishal Gupta's private venture through a newly incorporated entity (IOD) under his effective control. The restructuring thus conferred disproportionate benefits upon Respondent No. 2/Mr. Vishal Gupta at the expense of Respondent No. 1/VCare Technologies Private Limited and its minority shareholders, constituting a clear act of oppression and mismanagement. 10. Immediately thereafter, the Appellants sent a legal notice seeking information and clarifications and requested not to hold the EOGM scheduled for 21.10.2019. As no information and clarifications were received, the Appellants approached the Ld. NCLT by filing the subject petition under Section 241 and 242 of the Companies Act, 2013. 11. The Appellants challenged the proposed restructuring before the Ld. NCLT on the ground that it constituted a calculated scheme of oppression and mismanagement intended to strip Respondent No. 1 Company of its most valuable assets, dilute the Appellants' pro....
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....ounted allotment of shares, conversion of disputed debt of Respondent No. 2, transfer of valuable intellectual property and the continuing acts of oppression pleaded by the Appellants. The Impugned Order is therefore arbitrary, perverse and unsustainable in law, warranting interference by this Hon'ble Tribunal. 16. Thus, it apparently reflects that the Impugned Order has been passed in a mechanical manner and is arbitrary and liable to be set aside. 17. The Appellant brings to our notice that the Company Petition was e-filed on 19.10.2019 and was heard by the Ld. NCLT on 22.10.2019 (after conclusion of EGM) and on the said date, Ld. NCLT passed an interim order in the following terms "We direct the status quo to be maintained with respect to the shareholding, assets and liabilities of the respondent No. 1 Company and subsidiary /wholly owned companies of Respondent No. 1." The Company Petition remained pending for about 7 years - and during this period parties filed various applications. R1 filed the application bearing IA 78/ 2025 ["IA 78/2025"] for dismissal of the Company Petition and for initiation of perjury action against the Appellants and R5. By the Impugned Judgm....
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....spondent No.1 proposed the transfer of all assets and liabilities from Diro US to IOD and for this purpose it proposed an agenda item no 1 in the EGM notice, which was as follows: "RESOLVED THAT [...] approval and consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company, to ratify the transfer of all assets and liabilities of DIRO Inc, (USA), a wholly owned subsidiary of the Company to Internet Originals Inc. (USA), a wholly owned subsidiary of the Company. [...]" 24. It is the claim of the Appellant, that the consideration for which all assets are being transferred is not specifically disclosed in the EGM Notice and rather, this is known to the Appellants only. Appellant also claims that in exchange for transferring all its assets and liabilities to IOD, Diro US gains no money, no value, no sale price. Rather, it is given 14.46% of IOD's shares. The asset transfer had no consideration and was effectively an act to dispossess the Company of its own assets. This is an uncommercial and illogical transaction that has been carried where Diro US is giving away all its assets for 14% of its own assets. There is no commercial....
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.... (a) loan provided by R5 to the Company; and (b) R2's purported unpaid salaries. The Appellant also brings to our notice, that when objections are raised in the Company Petition, a new belated calculation was provided by R2 by way of purported certificate from a chartered accountant. This purported certificate states R2's claim to be INR 4.2 crore, but shows debt due to R2 (from the Company and Diro US) as only INR 2.67 crore. Other sums pertain to dues to certain companies and third parties (including R5 - INR 40 lakh). Due to scrutiny about inflation of his claims, the CA certificate no longer included reference to purported unpaid salaries. Thus, it is the claim of the appellant that prima facie R2 has hugely inflated his purported loans to the Company with a view to convert these loans into shares of IOD. Further, the very existence of these loans and the extent to which they were genuine is unverifiable. 27. Appellant also claims that the Respondent, through such restructuring, unduly gains an advantage over other shareholders. There is fundamental disparity in how the restructure treats other shareholders of the Company versus how it treats R2. Other shareholders w....
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....onebooks. [...] If you choose not to invest - then we feel the restructuring should more than compensate the dilution by making the new project fundable and successful and make it possible to settle claims in future. [...]." 31. It is the contention of the Appellant that the purported rights issue in IOD offered by R2 perpetuates the disparity in treatment of other shareholders as opposed to R2. It effectively demands/ extorts the existing shareholders of the Company to invest further funds in the Company barely to retain their minority holding. On the other hand, without investing any further sums, R2 would receive additional shareholding of IOD by the loan-conversion referred to herein earlier. The appellant contends that the purported 'restructuring' undertaken by the Company at the instance of R2 was to dispossess the Company of its own assets (technology and IP) by reducing the Company from a 100% owner to a 29.4% owner of its own assets and consequently dilute the existing shareholders (including the Appellants) and creditors of the Company to approximately 1/5th of their present entitlement; and to amplify R2's own shareholding from 58% to approximately 72% b....
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....e Appellants (vide submissions made by their Ld. Counsel) in the first hearing in the Company Petition when the Stay Order [Stay Order, Pgs. 32-34, CC] was passed. Ld. NCLT held that the Appellants' counsel, at the hearing of 22.10.2019, incorrectly alleged an oral agreement to defer the EGM scheduled for 21.10.2019 [Para 24]. Appellant brings to our notice the following sequence of events/ prior contemporaneous email trail which evidences that there was an understanding to defer the EGM and which R2 rejected only at the last hour making it impossible for the Appellants to approach the Ld. NCLT before the EGM and the appellant claims that this cannot in any manner amount to misrepresentation before the Ld. NCLT. The email trail/sequence of events relied upon by the Appellant is as follows: 18.10.2019 A1 issues a legal notice with objections to the proposed EGM. 18.10.2019 (2.21pm) R2 replies by email inter alia proposing arbitration 18.10.2019 (3.07pm) A1 welcomes the proposal to arbitrate the disputes and asks if the EGM will be suitably deferred 18.10.2019 (3.28pm) R2 states that the proposal can only be "stalled for a few days", that parties can "meet....
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.... the appellant has relied on the EGM transcript, which clearly records such discussions. The appellant has relied on the following portions of the EGM transcript: • Explicitly refusing to record objections in the minutes [Lines 1402-1405; Line 1418-1419; Line 1466-1474] • Undertaking to receive and record dissent notes over WhatsApp which were then omitted from the signed minutes owing to an artificial deadline [Line 1055-1072; Lines 1466-1474, r/w. Minutes, Pg. 201], and • Accepted that no Company Secretary was present and that R2 himself would decide everything [Line 411-418]. 39. On the basis of above record the appellant claims that the very record of the EGM produced by R2 in relation to the proceeding at the EGM, viz. the EGM Minutes and EGM Transcript [Transcript, Pgs. 146-199] reaffirm and ratify that the Appellant's objections in relation to the conduct of the EGM were accurate. 40. The Appellant claims that on the basis of these two perverse findings referred herein earlier, the Ld. NCLT erroneously concluded that the Appellants had not approached with "clean hands" and were disentitled to equitable relief under Sections 24....
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....der stood automatically vacated. During the pendency of the Company Petition, the Respondent Nos. 1-3's position was that: "No change has been made to the status quo of those liabilities and shares". However, shockingly in its reply before this Appellate Tribunal, reply of Respondent Nos. 1-3's position is starkly different, inter alia it is stated: "Transactions of which the Appellants complain are complete". 44. Thus, this position of the Respondent Nos. 1-3 shows that there is every risk that they shall attempt to create a fait accompli situation by which irreversible actions would be taken to permanently dispossess the assets, business, shares which are the subject matter of this proceeding. Accordingly, urgent interim order may be considered to be passed by this Hon'ble Tribunal in case of any remand order. 45. The Appellant requests that - for the above-noted reasons - to allow the present Appeal and set aside the Impugned Judgment. By way of consequential relief, the appellant requests to grant the appropriate final relief sought by the Appellant, and in particular, the Appellants seeks: • Direction that the EGM Notice and the purported resolut....
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....hat only inured to his benefit; (b) R2 did not record the strong dissent of R5; (c) The meeting was conducted in a hostile manner with threats to R5 that if he did not go along with the plan then he may not receive his money back; (d) That dissent notes could be sent after the meeting ; and (e) That concerns of every person would be noted (supra). At 8:17 pm, merely 2 hours after the meeting had ended, a detailed dissent note ("Dissent Note") was issued by R5 to all stakeholders of the Company. On 3 January 2020, a purported minutes of the EGM was filed by R2 in his reply before the Hon'ble NCLT. The minutes recorded that there was no dissent received by 6:00 pm - an arbitrary timeline conveniently set to provide a post-facto explanation. 50. On 12 February 2026, the Ld. Judicial Magistrate First Class (NI Act - 02), South East District, Saket Court in CC No 123/2020, found R2 guilty under Section 138 of the NI Act, 1881. Additionally, the Ld. Judge made several findings against R2. An excerpt is reproduced below: Para 76: "...This Court finds considerable force in the complainant's submission that the minutes of the meeting and the transcripts expose the mala fide cond....
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....2 illegally recorded R5's loan as 'promoter debt', included the amount in his debt and arrived at the figure of Rs. 4.38 cr. The mala-fides are evident when R2 was deliberately 'subsuming' R5's debt to the Company as his own. 56. Respondent No. 5 also contends that Dissent Note highlights crucial aspects of the EGM that the Hon'ble NCLT did not dwell on. Some of these aspects are: a) The Loan was being included under 'promoter debt' with an attempt to convert the same to equity of IOD; b) R2 being the personal guarantor; c) R2, being unable to pay the Loan suggested to R5 to drive the Company into liquidation; and d) The incorrectness of the EGM- absence of a CS, no record of minutes, no noting of dissent etc. All the statements made in the Dissent Note are corroborated by the transcript shared by the R2. 57. Respondent No.5 also claims that going by the conduct of R2, it is evident that the fate of the Loan was already decided as far back as May 2019. The unilateral decision of R2 to categorize R5's debt as 'promoter debt' and subsuming R5's debt in his debt, R2 has surreptitiously attempted to get more equity in IOD-USA. Th....
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....EOGM notice dated 27.09.2019, three weeks before the meeting, to every member including the Appellants: Constituent Rs. crore Sumit Khurana 0.40 Vishal Gupta (advances after investment) 2.22 Vishal Gupta (unpaid salary) 0.47 Vishal Gupta (advances before investment) 1.29 Total 4.38 *Includes 1cr induction in current financial year (2019-20) *Salary at base level of 1.5 lacs without any interest since March 2017 63. It is therefore incorrect that a bare figure was asserted without explanation. The Appellants had the information on composition of debt when they issued their legal notice of 18.10.2019 and when they attended the meeting on 21.10.2019, however they did not question it then. Since the quantum of debt was questioned for the first time in the Company Petition, the Answering Respondents placed on record the certificate of M/s Anil Kumar Bansal & Associates, Chartered Accountants, dated 21.02.2020, certifying the unsecured financial creditors on a consolidated basis as at 30.09.2019, being a date preceding the impugned meeting, and filed with the Application for vacation of stay, which indicated as follows: Creditor Amount (Rs.....
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....l), days before his resignation took effect. The Appellant who now says the related party borrowings are unsubstantiated personally authenticated the accounts recording them, and is therefore plainly misrepresenting the facts before the Hon'ble tribunal. The accounts are relied upon as corroborating the existence, structure and categories of the borrowings, not as an arithmetical match: they are standalone and as at 31.03.2018, whereas the certificate is consolidated and as at 30.09.2019. The increase reflects continued funding of a company by Vishal Gupta and related parties, which, as Part IV shows, had no other source of funds. The manner of the misrepresentation of financials numbers by Appellants is itself a repetition of the fraudulent conduct found before NCLT. The Appellants engage neither with the certificate, nor with the composition circulated with the notice, nor with the accounts they signed. They select individual line items from the financial statements, read them in isolation and divorced from the remaining entries on the same page, and present the apparent discrepancy to mislead the Hon'ble Tribunal. That is not analysis of the accounts but misrepresentation of the....
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....s upon the weight and bona fides of the grievance and upon the equitable discretion invoked: Needle Industries (India) Ltd. v. Needle Industries Newey (India) Holding Ltd., (1981) 3 SCC 333. 68. Answering, Respondent also contends that the settlement was not offered to respondent No. 2 alone. The premise that the restructuring was devised for the exclusive benefit of Respondent No. 2 is contradicted by the document devising it. The Board Resolution dated 23.08.2019, annexed by the Appellants at Pages 457 to 458, Volume 3, Annexure A-2, records: "... consent of the board be and is hereby accorded to IOD-USA to convert balance VCARE loan outstanding in the books of IOD-USA to settle any existing debts or cash infusion in the holding company by way of preferential allotment. The same offer shall be also made available to all existing stockholders, option holders and token holders, to the extent of their interest in the new company at the same price and the allotments be concluded in an EGM." 69. Item No. 2 of the EOGM notice was framed in the same inclusive terms, namely to dispose of the stake in Internet Original Documents Inc. "to settle existing debts that includes ....
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....ommunication reads: "Hi Vishal, restructuring of the cap table is fine by us. Please go ahead, good luck." This approval was produced and read out at the EOGM, as the transcript at lines 495 to 508 records, and is on record as Annexure CA/13 to the Reply. The Board Resolution of 23.08.2019 had itself made the restructuring subject to that approval, which is inconsistent with any suggestion that the requisite approvals were not taken. Where the largest creditors and the largest outside investor both supported the restructuring, and the only dissent came from holders of 11.28% of the shares (Appellant No. 1's 7.93% holding being itself the subject of a pending arbitration) who declined to participate on terms offered equally to them, the transaction bears none of the hallmarks of oppression. 73. Answering respondents also claim that there was no change of control. Respondent No. 2 already held 37,857 of 49,009 shares, that is 77.2% in Respondent no. 1 company, as the Appellants themselves plead (Memorandum, para 7.5), and with Respondent No. 3 constituted the Board. The conversion enlarged the holding of a person already in control; it did not convert a minority into a majorit....
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....aneous record was the realistic alternative, the unsecured financial creditors would have ranked ahead of the equity holders. Respondent No. 2 and his related parties, holding some Rs. 4 crore of the certified unsecured financial debt, would have been paid in priority; the Appellants, as shareholders, would have ranked last and in all probability received nothing. 77. The restructuring did the opposite. It required the unsecured creditors to surrender a monetary claim ranking in priority and accept equity in a speculative venture, that is to subordinate themselves to the risk the shareholders already bore. A creditor who converts secure debt into insecure equity assumes risk; he does not extract an advantage. A scheme under which the largest creditors surrendered priority, every creditor was offered the same conversion and every shareholder proportionate participation, is the antithesis of a scheme to oppress. Creditors holding over 90% in value of the certified debt supported the resolutions, including Mr. Nitin Agarwal, whose own loan was not being converted (Minutes, APB Vol. IV, p. 652); the only creditor who withheld support was Respondent No. 5, whose loan was marked "need....
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....2's reply the same day at 3:28 p.m., "Can't postpone by 21 days again", which was an express refusal; and his email of 21.10.2019 recording that "I had offered binding arbitration ... but the offer was rejected by you". The representation recorded in the ex parte order, namely that Respondent No. 2 had orally agreed to defer, is falsified by the Appellants' own exhibits. 83. The consequences of the interim order were neither formal nor theoretical. The order froze the shareholding, assets and liabilities of Respondent No. 1 and of its subsidiaries for nearly seven years. The restructuring designed to clear the Company's debt and make it fundable could not be implemented. No capital could be raised: no investor subscribes into an entity frozen by order of a Tribunal and embroiled in litigation. The Techstars opportunity was lost. Salaries remained unpaid from January 2017. The Company's only source of funds remained from further advances from Respondent No. 2 and his related parties, being the very creditors whose conversion had been frozen. The position was so acute that the Answering Respondents twice applied for urgent hearing, in C.A. No. 103/ND/2020 and&n....
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....t merely to the interlocutory order it produced. 88. The answering Respondents further claim that the conduct has been repeated before this tribunal, and warrants inquiry. Such conduct is not to be passed over. In Re: Suo Motu Proceedings against R. Karuppan, Advocate, (2001) 5 SCC 289, the Hon'ble Supreme Court held that effective and stern action is required to prevent the evil of perjury, and that "the existence of the penal provisions to deal with perjury would be a cruel joke with the society unless the courts stop to take an evasive recourse despite proof of the commission of the offence". In Swaran Singh v. State of Punjab, (2000) 5 SCC 668, it was observed that perjury has become a way of life in the law courts and that judicial reluctance has permitted that state of affairs to persist. Where, as here, falsity is established not by conflicting oral testimony but by the parties' own contemporaneous documents and audio recordings, there is no occasion for such reluctance. 89. The Appellants assert that I.A. No. 78 of 2025 was allowed "without even issuing notice" and without opportunity. That is false on material already on this record as the application was ser....
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....to the Court to which the former Court is subordinate within the meaning of Section 215(4), and declares that an order under that section, and subject thereto an order under Section 379, shall be final and shall not be subject to revision. Neither the Appellants nor Respondent No. 5 has invoked that remedy. 94. The correctness of an order made under the Section 215/379 machinery cannot be agitated collaterally as a ground in an appeal under Section 421 of the Companies Act, 2013, which furnishes a remedy against orders of the Tribunal made under that Act. The Legislature having provided a specific remedy along with a specific finality clause, that remedy must be pursued. 95. The answering Respondents further contends that the impugned order is not liable to be set aside for want of reasons. Section 424(1) of the Companies Act provides that the Tribunal "shall not ... be bound by the procedure laid down in the Code of Civil Procedure, 1908, but shall be guided by the principles of natural justice." Order XIV, Order XX Rule 5 and Order XLI Rule 31 have no application. The grounds complaining that each contention was not separately adjudicated proceed upon a model of adjudicatio....
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....s own subscribed capital. Section 62 operates upon a "company" as defined in Section 2(20), that is, an Indian company; a Delaware corporation is a foreign company within Section 2(42). Section 62, and with it the requirement of a registered valuer, has accordingly no application in present case. For the same reason Sections 42 and 53 are not applicable. • Section 73(2). That provision governs acceptance of deposits from members. Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014 excludes "any amount received from a person who, at the time of the receipt of the amount, was a director of the company or a relative of the director of the private company"; Respondent Nos. 2 and 3 were directors. Further, unpaid salary is not a deposit at all, Section 2(31) requiring a receipt of money by the company. The Appellants' case contradicts itself: they contend simultaneously that the sum was not owed to Respondent No. 2 and that it was an unsecured loan from him contrary to Section 73(2). Finally, Section 73 is legislation for the protection of depositors; the Appellants advanced no monies, are not depositors, and have no locus to invoke it. â€....
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....the remedy against an order under the BNSS Section 215/379 machinery lies under Section 380 of the Sanhita, which he has not invoked. 104. His complaint of no opportunity is made without disclosure of material facts. He was served with the application twice, by name, on 21.02.2025 and 28.02.2025. On 29.07.2025 his own counsel appeared, as the order sheet he himself annexes records, in a hearing captioned under "IA/78/ND/2025", in which his written submissions were recorded as "on board". He had notice of the application for thirteen months before orders were reserved. All of this is suppressed by Respondent No. 5. 105. In any event no notice or hearing is required in law at that stage: Pritish v. State of Maharashtra, (2002) 1 SCC 253; State of Punjab v. Jasbir Singh, 2022 SCC OnLine SC 1240. His transcript comparison is not new material, the transcript having been on record since 21.02.2020. 106. By the fraudulent acts and suppressions set out above, the Appellants and Respondent No. 5 have secured the criminal conviction of Respondent Nos. 1 and 2. Each misrepresentation and suppression is a matter of record. The Appellants procured the ex parte order dated 22.10.2019 up....
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....suppressions set out in Parts VI, VII and XII and at paragraphs 40A and 56A above; and (d) award costs to the Answering Respondents. 108. In the alternative and without prejudice to the aforesaid, if any part of the Impugned Order is to be set aside, it is prayed that: (a) it be recorded that the order dated 22.10.2019 stood dissolved upon dismissal of the Company Petition and does not revive, any application for interim protection to be considered afresh on its merits; (b) the matter be decided on the existing record and the written submissions already filed, without fresh pleadings or further evidence; and (c) an outer time limit be fixed for the disposal of the matter. Analysis and Findings 109. We have considered the submissions advanced by the Appellants, Respondent No. 5 and Respondent Nos. 1 to 3, and have perused the material placed on record. We have also considered the findings returned by the Ld. NCLT in the Impugned Order dated 09.07.2026. The question before us is, whether the Impugned Order can be sustained in view of the manner in which the issues raised by the Appellants have been dealt with and the manner in which I.A. N....
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....Adjudicating Authority to examine the affairs of the company in the context of the allegations placed before it. At this stage, we are not recording a final finding whether the acts complained of constitute oppression and mismanagement. However, the material placed before us, including the circumstances surrounding the proposed transfer of the assets of Diro Inc. to IOD, the subsequent dilution of the Company's interest in IOD, the alleged conversion of the disputed debt into equity and the differential consequences for the existing shareholders, does disclose a prima facie case which required proper judicious and analytical consideration by the Ld. NCLT. 114. The record also shows that the Ld. NCLT had itself, by the interim order dated 22.10.2019, directed that "We direct the status quo to be maintained with respect to the shareholding, assets and liabilities of the respondent No. 1 Company and subsidiary /wholly owned companies of Respondent No. 1." The said protection continued during the pendency of the Company Petition. In view of the nature of the allegations and the fact that the disputed assets, shareholding and liabilities form the subject matter of the proceedings....
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.... the order allowing I.A. No. 78/2025 cannot be sustained. 119. The finding of the Ld. NCLT that the Appellants did not approach the Tribunal with clean hands also requires reconsideration. The two matters referred to in the Impugned Order, namely the alleged understanding regarding deferment of the EGM and the dissent notes concerning the EGM proceedings, arise out of contemporaneous correspondence, the EGM record and the transcript. The material relied upon by the parties is capable of more than one interpretation and requires a proper examination in its entirety. On the material presently before us, we are unable to hold that the Appellants deliberately misrepresented facts so as to disentitle them from seeking equitable relief. 120. In particular, the correspondence placed on record regarding the proposed arbitration and deferment of the EGM, as well as the subsequent communications, requires consideration in its complete factual sequence. Likewise, the EGM minutes, the transcript and the dissent notes have to be read together. The existence of differences between the contemporaneous dissent notes and the subsequently produced minutes does not, by itself, justify a finding....
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....rties and examine the relevant material in accordance with law. 125. Since the Company Petition has remained pending for a considerable period, the Ld. NCLT shall endeavour to decide the matter expeditiously and in a time-bound manner. At the same time, the parties shall be given a fair opportunity to address all issues arising from the pleadings and material already placed on record. Nothing contained in this judgment shall be construed as a final expression of opinion on the merits of the allegations of oppression and mismanagement. 126. Having regard to the nature of the dispute and the interim protection that operated during the pendency of the Company Petition, we consider it necessary to restore the status quo which existed pursuant to the interim order dated 22.10.2019, pending fresh adjudication. This direction is necessary to preserve the subject matter of the proceedings and to prevent the creation of any irreversible situation during the period of remand. Conclusion 127. For the reasons recorded above, the Appeal deserves to be allowed and the Impugned Order dated 09.07.2026 is set aside. The order allowing I.A. No. 78/2025, insofar as it has been allowed aga....
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.... it has been allowed on allegations of perjury and/or misrepresentation. Any adverse finding against the Appellants and Respondent No. 5 on that account shall not survive. 135. Company Petition No. 157/241-242/ND/2019 is remanded to the Ld. NCLT for fresh consideration in accordance with law. The Ld. NCLT shall hear all sides afresh, consider the materials already on record and, if necessary, call for further replies or explanations. 136. The Ld. NCLT shall decide the Company Petition expeditiously and in a time-bound manner. 137. Until the final decision of the Ld. NCLT, the status quo as existing pursuant to the interim order dated 22.10.2019 shall continue. The Respondent Nos. 1 to 3 shall preserve the status quo with respect to the shareholding, assets and liabilities of Respondent No. 1 Company and subsidiary / wholly owned companies of Respondent No. 1. 138. It is clarified that this Tribunal has not expressed any final opinion on the allegations of oppression and mismanagement. All contentions of all parties are left open for determination by the Ld. NCLT on remand. 139. All IAs are disposed as per this order. No order as to costs. ============= Document 1....