MUMBAI BENCH I in C.P/249 (MB) 2023

In the matter of Sections 241 to 242 and other

applicable provisions of the Companies Act,

2013; AND

In the matter of

Ajay Kishore Merchant

.....Applicant Company/Original Respondent No.2

Versus

Piyush Merchant & Ors.

…..Respondents In the matter of

Piyush Merchant & Ors.

…..Petitioners

Versus

Damos trading Company Private Ltd. & Ors.

.….Respondents

Order Pronounced on 19.11.2025

Coram :

Shri Prabhat Kumar Shri Sushil Mahadeorao Kochey Hon’ble Member (Technical) Hon’ble Member (Judicial)

Appearances :

For the Applicant : C Keswani and Mr. Pulkit Sharma For the Respondent : Nausher Kohli a/w Akash Agarwal and Rushabh Parekh ORDER

1. The present Interlocutory Application (Companies Act) No. 80(MB)

2025 in the Company Petition 249 of 2023, is filed by Ajay Kishore Merchant (“Applicant herein/Respondent No. 2 in CP/AM Group”)under Rule 11 of the National Company Law Tribunal, 2016 for the purpose of seeking urgent and necessary directions against the Petitioners in CP/Respondents herein/PM Group for breach of Consent Terms dated 10^th September 2024 a. This Tribunal be pleased to direct the Petitioners to forthwith finalize the escrow agreement and take immediate steps to open the escrow account and deposit the amount of Rs.14,51,70,331/- in the escrow account and do such acts as may be necessary to comply with the Consent Terms as envisaged in the Consent Terms dated 10^th September 2024;

b. Additionally, this Tribunal be pleased to direct the Petitioners to forthwith pay to the Applicant a sum of Rs.54,00,000/- towards loss of interest on the sum of Rs.14,51,70,331/- payable to the Respondents towards the second tranche of buyback of the Respondents’ shareholding in the Company and further interest accrued until the date when the sum of Rs.14,51,70,331/- is deposited in an escrow account.

c. This Tribunal be pleased to direct the Petitioners to forthwith pay to the Applicant a sum of Rs.11,68,374/- towards proportionate rental proceeds from the immovable property of the Company at Nariman Point for the last six months i.e. since September 2024 and further rental income accrued until the date when the sum of Rs.14,51,70,331/- is deposited in an escrow account.

2. Background:

2.1. The Respondents herein had filed a Company Petition No. 249 of 2023 before this Tribunal under Sections 241 and 242 of the Companies Act, 2013 with respect to the management of Respondent No. 1 Company. The Applicant herein along with two others had also filed a Company Petition No. 73 of 2023 before this Tribunal under Sections 241 and 242 of the Companies Act, 2013 with respect to the management of Respondent No. 1 Company.

2.2. The Parties had executed consent terms dated 10.9.2024 resolving all their issues, claims and disputes, whereby AM Group was exiting the Respondent Company. This Tribunal, by order dated 19^th September 2024, had disposed of Company Petition No. 249 of 2023, recording that all disputes between the parties stood settled in terms of the Consent Terms. The relevant portion of the said order is reproduced as under:

“2. Ld. Counsel for the Petitioner placed on record consent terms dated 10.09.2024 signed by all the parties concerned, wherein stated that all claims, issues and disputed (sic) between the parties stands resolved in terms of consent terms. 3. Accordingly, in view of the submissions made by the Counsel for the Petitioner as well as the Respondent and also in view of consent terms, nothing survives in present Company Petitioner (sic), accordingly, C.P. 249/2023 is dismissed as infructuous.”

2.3. Further, Company Petition No. 73 of 2023, filed earlier by the AM Group, was also disposed of as withdrawn on 23^rd September

2024, in view of the said settlement.

2.4. Under Clause 10 of the Consent Terms, it was agreed that the AM Group’s shareholding of 34.11% in the Company would be bought back in two tranches (i) 17.97% (first tranche), and (ii) 16.14% (second tranche). The first tranche buyback was completed in September