Krishnarjun Peethambaram & Ors. vs Mr.Harishankar Peethambaram & Ors.

Court: National Company Law Appellate Tribunal
Case type: IA
Decided on: 02-04-2026

<div> NATIONAL COMPANY LAW APPELLATE TRIBUNAL AT CHENNAI (APPELLATE JURISDICTION) Company Appeal (AT) (CH) No. 40/2026 IA Nos. 548 & 549/2026 In the matter of: DR. KRISHNARJUN PEETHAMBARAM No. 45, 9th Cross, Parimalanagar, Nandhini Layout, Bengaluru – 560 098. …Appellant No. 1 Mrs. THARA PEETHAMBARAM No. 45, 9th Cross, Parimalanagar, Nandhini Layout, Bengaluru – 560 098 …Appellant No. 2 V HARISHANKAR PEETHAMBARAM Plot No. SM3, 2 nd Cross, 3rd Stage, Peenya Industrial Area, Bengaluru – 560 058. …Respondent No. 1 E- PARISARAA PRIVATE LIMITED No. B, 41/1, III Stage, Industrial Estate, Maruthi Nagar, Peenya, Bengaluru- 560058 …Respondent No. 2 Present : For Appellants : Mr. PH. Arvindh Pandian, Senior Advocate & Mr. P.S. Raman, Senior Advocate For Mr. Gautam S Raman, Advocate For Respondents : Mr. KS. Bhargav & Mr. AM. Sridharan, Advocates ORDER (Hybrid Mode) 02.04.2026: [Oral Judgment: Justice Ashok Bhushan, (Chairperson)] Heard Learned Counsel for the Appellants as well as the Learned Counsel appearing for the Respondent No. 1. Company Appeal (AT) (CH) No. 40/2026 Page 1 of 4 The order impugned has been passed in proceeding under Section 241 & 242 on CA No. 158/2025, which was filed by the Respondent No. 1 herein. The Respondent No. 2, The Company is a family company consisting of Appellant No. 1 & 2 and Respondent No. 1. 2. The Company claimed to have passed a Resolution, removing the Respondent No. 1, who was a Director of the Company, aggrieved by which action, the Respondent No. 1 herein, who was a Director of the Company filed petition under Section 241 & 242. 3. One of the prayers in the Section 241 & 242 was to declare the removal of the petitioner as the Director illegal and to reinstate him to the Board of Directors with full rights and privileges as per the Articles of the Companies Act, 2013. In between, the Regional Director has issued certain directions with regard to modifying certain allegations and charges against the Respondent No. 1 and subsequently the ROC has not taken cognizance of DIR 12. We are informed that the said order is under challenge before the High Court under Writ Petition. By the order impugned, the Adjudicating Authority has allowed CA No. 158/2025 and issued directions in Para 5, as extracted below: 5. Under these circumstances considering the balance of convenience and damage that may likely to be caused to the Petitioner, we are of the considered opinion that in the interest of justice and in view of the Order of the RD, the Petitioner is directed to be considered as a continuing Director with the Respondent No.1 Company allowing him Company Appeal (AT) (CH) No. 40/2026 Page 2 of 4 to discharge his duties as Director in proper and lawful manner . This Interim direction will be in existence until the disposal of the C.P filed in C.P No. 94/BB/2025. 4. The Learned Counsel for the Appellant challenging the orders, contends the fact that ROC has not taken cognizance of DIR 12, does not tantamount to declare that removal of the Respondent No. 1 was illegal or contrary to the provisions of the Companies Act, 2013. 5. It is submitted that the proceeding with respect to the DIR 12 is procedural and shall not effect and shall have no consequence on the issues, which were involved in Section 241 & 242. It is submitted that the NCLT, by the impugned order, has put the Status quo ante which amount to allowing the Section 241 & 242 petition. 6. The Learned Counsel for the Respondent refuting the submission, contends that the removal of Respondent No. 1 was contrary to the provisions of the Companies Act, 2013 and the Rules, meeting itself was illegally convened and further that the NCLAT has full jurisdiction to restore a status quo ante also to protect the interest of the Director, who is oppressed by the majority share holders. 7. After having heard the Counsel for the parties and considering the materials of the record, when we look into the impugned order, the order rely only on the fact that, ROC has not taken cognizance of DIR 12 and the Respondent No. 1 is still shown as Director in the MCA website. The Company Appeal (AT) (CH) No. 40/2026 Page 3 of 4 Adjudicating Authority has not adverted to other submissions, which are sought to be raised before us in this Appeal. 8. In the facts of the present case, without expressing any opinion on merits of the contention, we are of the view that, the application CA No. 158/2025 needs to be heard a fresh. In view of the aforesaid, we set aside the order impugned 10.03.2026, passed in CA No. 158/2025 and revive the application CA No. 158/2025 before the NCLT to be heard a fresh. We further observe that, Adjudicating Authority may consider to decide the application expeditiously after hearing both the parties. The Appeal is disposed of. [Justice Ashok Bhushan] (Chairperson) [Justice Sharad Kumar Sharma] Member (Judicial) [Jatindranath Swain] Member (Technical) YS/MS/AK Company Appeal (AT) (CH) No. 40/2026 Page 4 of 4 </div>