NATIONAL COMPANY LAW APPELLATE TRIBUNAL PRINCIPAL BENCH, NEW DELHI Comp. App. (AT) No. 284 of 2025 IN THE MATTER OF:

Amit Sangai & Anr. …Appellant Versus Anand Shyamsunder Sangai & Ors. ...Respondents Present:

For Appellant : Mr Navim Pahwa (Sr. Adv.), Mr K. Dutta (Sr. Adv.), Mr Arjun Sheth, Mr Vinay Kothari, Ms Kumkum Shah, Mr Yash Tandon, Mr Harsh Gurhami, Ms Suhani Tiwari, Ms Somya Jain, Mr Harshit Choudhary, Advocates.

For Respondents : Mr Arun Kathaplia (Sr. Adv.), Mr Prateek Kumar, Mr C.

Nageshwaran, Ms Raveena Rai, Mr Siddhant Ghowr for R1, Advocates.

Adv. Gaurav Mitra, Mr Palash S Singhai, Adv. Harshal Sareen, Adv. Aishwarya Modi Seth, for R6, Advocates.

O R D E R (Hybrid Mode)

17.11.2025: This appeal is against an impugned order dated 06.11.2025 passed by Ld. NCLT, Ahemdabad in C.P. No. 10 of 2024 while disposing of I.A. No. 127/2025 relating to prayers of Respondent No. 1 qua his salary and discontinuation of his facilities and perks. Vide the impugned order the entire board has been suspended and independent directors have since been appointed to run the company.

2. It is alleged the Respondent No.1 was earlier a Whole Time Director and by efflux of time, his term as a Whole Time Directorship automatically ended on 31.03.2025 and he made a written request only on 28.05.2025 for his re appointment. It is, however, submitted despite his term as a whole time director had expired, he still continue to be a director of the company .

3. It is further the submission of the Learned Senior Counsel for the Appellant that no cogent reasons were given in the impugned order qua Oppression and Mismanagement on pa rt of the Appellants herein so as to pass such an order whereby the entire board was directed to be removed.

4. Further, it is submitted the company is a going concern having a turnover of more than Rs. 1000 Crores with 425 employees engaged in manufacturing, selling, trading and importing of non-ferrous metal(s) from 18 countries and exporting to 06 countries and further 50% of the business is of trading and rest is of manufacturing and that the export and import of the company constitutes 60 % of its business.

5. It is the submission of the Learned Senior Counsel for the Appellant the impugned order would rather destroy the company since it is in the trading business, where decisions are to be taken at the spur of the moment and that too by the specialist(s) involved in the said business.

6. The allegations made on behalf of the Appellant have been countered by the Learned Senior Counsel for the Respondents stating inter-alia, it is a family owned company and Respondent No.1 has a right to continue as a Whole Time Director, even if request for his re appointment was made after his term had expired. Heard.

7. We note the allegations and counter allegations are already a subject matter of Company Petition No. 10/2024 and the I.As pending before the Learned NCLT and thus we are not inclined to pass any orders on merits on such I.As.

8. During the course of the arguments, it is agreed by the Learned Senior Counsels for the Appellants that without prejudice to the rights and contentions of the Appellants, the appellants shall pay an ex-gratia amount of Rs. 5 Lakhs per month to Respondent No.1, with continuation of existing conveyance facilities, but the Learned NCLT be directed to dispose of I.A. No. 42/2025 within four weeks from today and the Company Petition within three months thereafter.

9. With the above mutual arrangement, we request the Learned NCLT to dispose the I.A. No. 42/2025 within four weeks from today and the Company Petition within three months thereafter and till then the arrangement above shall continue. The impugned order is set aside along with directions by Ld. NCLT restraining the Directors and appointing Independent Director cum Chairman and MD as given in para 12 to 14 of the impugned order. The appeal stands disposed of. All I.A.s pertaining to this appeal stand closed. The Respondent No.1 not to act adversely t