The NCLAT held that an interim order maintaining status quo on shareholding and directorship is appropriate to protect the subject matter of the litigation (lis) until the veracity of the contested resolutions is tested by the Tribunal.

ORDER

HYBRID MODE

1. This appeal is filed against an impugned order dated 13.12.2024 passed by Ld. National Company Law Tribunal, Kolkata Bench in CP/199/KB/2024 by which the Ld. NCLT has directed a status quo on the shareholding directorship in the company till the next date of hearing and had also ordered that no debit shall be made from the bank accounts by any of the parties before informing by way of e-mail and that too only to run the affairs of the company.

2. Respondent No.1 is a 33% shareholder and was director of Respondent No.2 company when he filed the company petition challenging the convening of the meeting of the Board of Directors of the company on 14.08.2024 to decide upon requisition received from 66% shareholders of the company, to hold EOGM for removal of Respondent No.1 from the directorship and appointment of one as a Managing Director of the company.

3. It is alleged on 10.08.2024 one Mr. Devendra Bajaj was appointed as a director. The EOGM of 10.08.2024 was later adjourned to 17.09.2024 and on that day the Respondent No.1 was removed as a director.

4. This fact was brought to the notice of the Ld. NCLT on 23.09.2024 when it passed the following order: -

“1. Ld. counsel for the petitioner present.

2. Based upon the submissions made by the petitioner seeking restraint on his removal from the Board, we had reserved the matter for interim orders on 06.09.2024. Today when the matter was taken up upon mentioning, it was intimated by the petitioner that he has been removed on 17th September, 2023 in an EGM without seeking liberty from the Tribunal.

3. We deem it appropriate to restrain the Respondents from implementing the resolution of 17th September, 2024 whereby and whereunder the petitioner has been removed from the Board till an order is passed in CP 191/2024 which was reserved for order on 06th September, 2024.

4. Since the apprehensions have been raised on both the sides regarding siphoning of the money from the Company, we hereby restrain both the parties not to operate Bank accounts till further orders.”

5. By this order the Ld. NCLT restrained the respondents from implementing the resolution of 17.09.2024 wherein Respondent No.1 was removed from the Board, till the order was to be passed in CP No.199/2024 as was reserved for order on 06.09.2024.

6. Ultimately the impugned order was passed on 13.12.2024 wherein status quo qua shareholding and directorship was maintained per para 14 of the impugned order as under: -

“14. In view of the allegations and counter allegations that require adjudication and review of unnecessary and unexplained transfer of funds to various accounts, we deem it appropriate to order a status quo on the shareholding and directorship in the company till the next date of hearing and order that no debit shall be made from the bank accounts by any of the parties before informing by way of e-mail and that too only to run the affairs of the company. The parties shall exchange the authorised e-mail address with each other to avoid a non-receipt accusations on a later date.”

7. Such order qua operation of the bank account was later modified by us on 13.02.2025 as follows:-

“3. Heard in view of the allegations and counter allegations, it would be appropriate if two bank accounts of the company viz A/c No.50200058494196 with HDFC Bank and A/c No.627505031423 with ICICI Bank be operated jointly, both physically as well as online, for the day to day functioning of the company, with signatures of the Appellant and of Respondent No.1, till further orders. List this appeal on 24.04.2025.

8. The appellant has challenged the impugned order alleging it does not mention the averments made by them, as are captured in their written synopsis at Page 282 of this appeal and is passed merely on averments made in the company petition. Further it was argued the order dated 23.09.2024 restrained the company from implementing its resolution dated 17.09.2024 qua the removal of Respondent No.1 onl