1. Application for clarification of order appointing Administrator for a company under the Companies Act. (Para 3 , 4 )
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2026 Supreme(Online)(NCLT) 5260
NATIONAL COMPANY LAW TRIBUNAL
Bidisha Banerjee, J, Rekha Kantilal Shah, Technical Member
Shrinibash Sahoo – Appellant
Versus
Brijsons Hotel Private Limited – Respondent
IA 35 of 2026
Important Points
The Tribunal clarified that an Administrator seeking to reconstitute a company's Board must act per the Companies Act and obtain Tribunal approval, emphasizing that all corporate meetings must strictly adhere to statutory provisions.
Subject
Corporate Law - Company Management and Administration
Act Referred
NCLT Rules, 2016: R.154, R.11
Companies Act, 2013
Companies Act, 2013
Headnote
(A) Inherent Powers of Tribunal - Rule 11 of NCLT Rules, 2016 - Use of inherent powers to rectify or clarify orders to meet the ends of justice and prevent abuse of process. (Para 6)
(B) Corporate Governance - Role of Administrator - Power to reconstitute the Board of Directors - Clarification that any reconstitution of the Board by an Administrator must be done in accordance with the Companies Act and requires the approval of the Tribunal. (Para 7)
(C) Procedural Compliance - Statutory Meetings - Conduct of Board and General Meetings - Meetings must be convened and conducted in accordance with statutory provisions and the Company's Articles of Association. (Para 9)
Issues: Whether the directions in the order dated 12.06.2026 required clarification or rectification regarding the powers of the Administrator and the validity of certain filed forms.
(B) Corporate Governance - Role of Administrator - Power to reconstitute the Board of Directors - Clarification that any reconstitution of the Board by an Administrator must be done in accordance with the Companies Act and requires the approval of the Tribunal. (Para 7)
(C) Procedural Compliance - Statutory Meetings - Conduct of Board and General Meetings - Meetings must be convened and conducted in accordance with statutory provisions and the Company's Articles of Association. (Para 9)
Issues: Whether the directions in the order dated 12.06.2026 required clarification or rectification regarding the powers of the Administrator and the validity of certain filed forms.
Legal Category Hierarchy
- corporate law
- practice and procedure
Advocates:
For the Appellants/Petitioners: Mainak Bose, Shaunak Mitra
For the Respondents: Saswata Das Acharya, Abhishek Dutt, Priyadarshi Pramanik, Moumita Midday
For the Appellants/Petitioners: Mainak Bose, Shaunak Mitra
For the Respondents: Saswata Das Acharya, Abhishek Dutt, Priyadarshi Pramanik, Moumita Midday
Table of Contents
2. Applicant sought clarification on ambiguities regarding Administrator's powers and board functions in the earlier order. (Para 7 , 8 , 9 , 10 )
3. Tribunal noted limited inherent power under Rule 11 and clarified Administrator must act per Companies Act and seek approval. (Para 6 , 7 , 9 )
4. Inherent powers under Rule 11 NCLT Rules allow clarifications to avoid ambiguity but not to alter substantive directions. (Para 6 , 7 )
5. The interlocutory application for clarification was considered and disposed off with clarifications given. (Para 11 )
6. What is the scope of inherent powers under Rule 11 of the NCLT Rules, 2016?
The Tribunal may make orders necessary for meeting the ends of justice or preventing abuse of process, including clarifying previous orders. (Para 6 )
7. Can an Administrator reconstitute the board of a company without Tribunal approval?
No. The Administrator must act in accordance with the Companies Act and seek approval of the Tribunal to reconstitute the board. (Para 7 )
8. How should board meetings and general meetings be conducted under an Administrator?
Meetings must be convened and conducted in compliance with statutory provisions, including the Companies Act, Secretarial Standards, and Articles of Association. (Para 9 )
9. What is the effect of the Tribunal not quashing certain forms in the earlier order?
The prayers for quashing forms were not granted at the interlocutory stage and will be considered at the final hearing of the company petition. (Para 10 )
O R D E R
Per: Smt. Bidisha Banerjee, Member (Judicial)
1. The Court convened through hybrid mode today.
2. Heard the Ld. Counsels appearing for the parties.
3. The present application has been preferred to seek clarification and/or rectification and/or modification of certain directions contained in the order dated 12.06.2026 passed by this Tribunal. The reliefs sought are as under:
“a) Pass an order correcting and/or rectifying and/or clarifying the order dated 12th June, 2026 in terms of paragraph 9 hereinabove;
b) Ad interim orders in terms of orders above;
c) Pass any other order or orders be passed and direction or directions be given as to this Hon'ble Board may deem fit and proper”
4. It is stated that the clarifications sought are intended solely to remove certain ambiguities, inconsistencies and inadvertent omissions in the said order so as to facilitate its effective implementation, clearly delineate the scope of the powers vested in the Learned Administrator and the existing Board of Directors, and avoid any uncertainty or multiplicity of proceedings during the administration of the affairs of Respondent No. 1 Company.
5. The order clarification and/or rectification whereof is sought for reads as under:
IN
IN
IN
6. This Tribunal is mindful of the limited power it has under Rule 11 of the NCLT Rules, 2016 . It reads as under:
11. Inherent Powers.– Nothing in these rules shall be deemed to limit or otherwise affect the inherent powers of the Tribunal to make such orders as may be necessary for meeting the ends of justice or to prevent abuse of the process of the Tribunal.
7. It is submitted by the Applicant who seeks clarification, that-
“The order at paragraph 25.2 vests upon the Ld. Administrator the power to chair all the meetings of the company and the right to reconstitute the Board of the company. The right to constitute may be clarified to state that the same can be done only through the procedure as prescribed under the Companies Act, 2013 and the Rules framed thereunder and not at the individual will of any of the parties, the Ld. Administrator of any individual. This is particularly in view of the direction passed at paragraph 25.3 of the order which stipulates that the functions of the company are to be discharged by the Administrator through the existing Board of Directors.”
In exercise of power under Rule 11 , it is clarified that the Ld. Administrator, if necessary, and if situation so demands, shall act in accordance with the provisions of the Companies Act, or other relevant statues, and seek approval of this Tribunal to reconstitute the Board.
8. It is stated that-
“The order at paragraph 25.3 as stated above stipulates that the functions of the company is to be discharged by the Administrator through the existing Board of Directors. The same paragraph thereafter goes on to mention that in case of difference of opinion between the administrator and the Board of Directors on any matter relating to the discharge of the functions, the opinion/view/stand of the administrator shall prevail. There appears to be an inconsistency in the paragraph as regards the manner in which the decisions of the company has been directed to be taken since in the earlier part of the paragraph, the functions of the company have been directed to be performed through the existing Board of Directors and in the latter part, the decision of the administrator has been directed to prevail over the opinion of the Board of the Directors. The said paragraph, read in consonance with paragraph 25.2 of the order which gives the Ld. Tribunal the right to chair the Board meetings of the company may be rectified to state that the functions of the company shall be discharged by the Administrator through the existing Board of Directors alone with the Administrator chairing the Board meetings of the company and that in case of a tie/deadlock in the Board as regards any decision, the decision of the administrator will prevail.”
We find that the para 25.3 of the
