NATIONAL COMPANY LAW APPELLATE TRIBUNAL AT CHENNAI (APPELLATE JURISDICTION)

Company Appeal (AT) (CH) No. 38 / 2026 (IA No. 515 / 2026)

In the matter of:

Mr. M.P. Balakrishnan, A-3 Bheemaseena Apartment, No.6, Murrays Gate Road, Alwarpet, Chennai – 600018 …. Appellant No. 1 Mrs. B. Chira Devi, A-3 Bheemaseena Apartments, No. 6, Murrays Gate Road, Alwarpet, Chennai - 600018 …. Appellant No. 2 Mr. K.C. Selvaraj, Door No.l56A, Kullampalayam Kasba, Kullampalayam Village, Gobichettipalayam, Erode District …. Appellant No. 3 Mr. Vignesh M.B., Door No.781-E2, Manickampalayam Kasba, Kuruchi Village, Bhavani, Erode District …. Appellant No. 4 Mrs. Divya M.B., Door No.51, Krishnaswamy Nagar, Ramanathapuram, Coimbatore – 641045 …. Appellant No. 5 V N. Mohanraj, 43, Sai Abiram Nagar, Amala School Road, Gobichettipalayam, Chennai – 638 452 …. Respondent No. 1 M/s. Atlantic Granites Private Limited, A-3, Bheemsena, No.6, Murrays Gate Road, Alwarpet, Chennai – 600 018 …. Respondent No. 2 Present :

For Appellants : Mr. PH. Arvindh Pandian, Senior Advocate For Mr. Dinesh I, Mr. Salai Varun, Mr. Vikram Veerasamy & Mr. Haran C, Advocates For Respondents : Mr. R. Vidhya Shankar, Advocate

O R D E R

(Hybrid Mode)

27.03.2026:

Oral Judgment : Justice Sharad Kumar Sharma, Member (Judicial): The aspect of investigation into the affairs of the Company, is prescribed under the statute as per the provisions contained under Section 213 of the Companies Act, 2013, which constitutes of two parts, under its Clause (a), it pertains to the Applications, where the Tribunal may exercise it’s power, on an application made as per Section 213 (1) (a) (i) and (ii), subject to the satisfaction of the conditions given under sub-clause (a) for the purposes to direct the investigation into the affairs of the Company.

2. The issue with which we would be concerned, would be the issue of preference of an Application by invoking provisions contained under sub-clause (b) of Section 213 of the Companies Act, 2013, which prescribes that ``any other person or otherwise, if it is satisfied there are circumstances suggesting with regards to the parameters given therein, investigation could be ordered’’.

3. The basic intention of the provisions contained under Section 213(b) has been that, there has to be certain checks and balances, which is to be exercised by the Ld. Tribunal, before passing of an order of carrying out the investigation into the affairs of the Company, on an application by any person or otherwise and for that purpose, the Ld. Tribunal itself has to satisfy itself to the circumstances prevailing under Section 213(b) to be satisfied to justify passing of an order of carrying out the investigation.

4. In the instant case, an Application invoking the provisions contained under Section 213(b) was preferred on 28.09.2023, wherein an investigation was sought to be made in the management of the affairs of the 1^st Respondent Company i.e. the Appellant herein, pertaining to the matters of the sale of the properties of the 1^st Respondent Company and with regards to the various other allegations of fraud, as it was contained and alleged in the Application.

5. This instant Company Appeal is accompanied with an Application being IA No. 515 / 2026, for the Stay of the Impugned Order dated 28.01.2026 passed on CP(CA)/42/(CHE)/2024. CP(CA)/42/(CHE)/2024 was preferred before Ld. NCLT, for seeking an investigation which remain pending ever since its institution on 28.09.2023, and when the matter was taken up before the Ld. Tribunal on 06.11.2024, a preliminary objection was raised with regards to the propriety of the maintainability of the Application itself at the behest of the Applicant and accordingly, the Ld. Tribunal had passed an order on 06.11.2024, that for the purposes of considering the Application under Section 213(b), the Applicant will have to first establish his locus by filing of an Affidavit in that regard, to sustain the Application to be considered on its own merits. Relevan