ORDER

DATED: 07.05.2026 (I) NATURE OF APPLICATION AND RELIEF SOUGHT

1. The present Application bearing IA No. 6/2026 has been filed by the Applicant on 19.04.2026 in Company Petition No. CP/8(MP)2026, seeking the following reliefs:

1. Allow the Application and list the Company Petition bearing C.P. No. 08/2026 for hearing the parties on interim relief.

2. Grant ad-interim ex parte direction of status quo with respect to the shareholding and properties of the Company.

(II) SUBMISSIONS OF APPLICANT:

2. That the Petitioner has filed the main Company Petition under Sections 241, 242 and 244 of the Companies Act, 2013 alleging acts of oppression and mismanagement committed by the Respondents and seeking protection against alienation or creation of third-party rights over the Subject Land admeasuring 10.462 Hectares situated at Village Limbodi, Tehsil and District Indore, on which the residential colony Mahalaxmi Dham stands.

3. Ld. Counsel for the Applicant submits that Respondent Nos. 2 and 3 are brothers engaged in the real estate business in Indore, who have illegally, and in violation of the Companies Act, 2013, reduced the shareholding of the Applicant from 87.75% to 0.56% in the Respondent Company and are in the process of reducing it further by an illegal rights issue pursuant to a sham EGM of the Respondent Company purportedly held on 17.01.2026. The Applicant had gone to attend the said EGM scheduled on 17.01.2026 and found the door of the registered office (i.e., the residential address of Respondent No. 3) locked and no one present at the scheduled time. The Applicant has not participated in the said rights issue and allotment of shares as it would amount to acquiescence to the illegal acts of the Respondents.

4. Respondent Nos. 2 and 3 caused the resignation of the Applicant from the Directorship of the Company promoted by him, got 30,000 shares held by the Applicant cancelled by entering into a settlement before this Tribunal in TP No. 112/2019 filed by Shri Radheshyam Mandwani (R-13) and Shri Mukesh Matta (R-14), and induced the Applicant to induct Respondent Nos. 2 and 3 as Additional Directors in the Company pursuant to the Agreements dated 27.10.2022 entered between the Applicant and R-2 and R- 3. The sole intention of R-2 and R-3 to execute the said Agreements was to gain absolute control over the management of the Company and its valuable Subject Land.

5. The Agreements dated 27.10.2022 were entered when R-2 and R-3 approached the Applicant with an offer to purchase his 5,100 shares in the Company, in lieu of the Applicant entering into a settlement in TP No. 112/2019 where the Applicant would agree to cancellation of 30,000 shares held in his name, resign as Director, and induct R-2 and R-3 as Additional Directors. The total consideration was Rs. 43 Crores under the said Agreements, out of which Respondent Nos. 2 and 3 paid only Rs. 1 Crore at the time of entering the Agreements and then breached all their obligations after taking over absolute control of the Company and also buying out the shares of the other two erstwhile Directors, namely Radheshyam Mandwani (R-13) and Mukesh Matta (R-14), pursuant to separate Share Purchase Agreements dated 09.11.2022.

6. Ld. Counsel further submits that R-2 and R-3 are also parties to the ongoing arbitration proceedings initiated by the Applicant bearing Arb. Case No. 13/2025 pending before Hon'ble Mr. Justice Shantanu Kemkar (Retd.), who was appointed as Sole Arbitrator vide order dated 06.11.2025 passed by the Hon'ble Supreme Court in SLP(C) No. 9000/2024. The said arbitration has been invoked by the Applicant for reliefs arising out of breach of the Agreements dated 27.10.2022 by R-2 and R-3, which led to termination of the said Agreements by the Applicant.

7. The Settlement Order dated 09.12.2022 passed in TP No.112/2019 is based on the settlement terms in the Application dated 06.12.2022 (Annexure H at pages 145-153, Vol. I), which clearly records that the Applicant is giving up