Interim relief requires an effective hearing and reasoned findings; failure to file a reply alone is insufficient.

Proceedings under Sections 241–242 of the Companies Act, 2013 were brought before the NCLT. In I.A. No. 19/2021, the petitioners sought interim reliefs including access to company records, notice of shareholder meetings, restraints on dealings with company assets and share capital, and disclosure of company meeting records and allottee information.

The NCLT allowed the interim prayers by order dated 7 December 2022. ET Infra Developers Pvt. Ltd. appealed, arguing, among other things, that the petitioners’ own pleading showed they held no shares, no waiver under Section 244 had been sought, and the interim order had been made without an effective opportunity to respond or reasons supporting the relief. The petitioners’ pleaded shareholding table showed their shareholding as zero following the alleged transfer of shares.

Whether interim relief could be granted when the maintainability of the underlying petition under Sections 241–242, in light of the eligibility requirements in Section 244, was in question and no waiver had been sought.

Whether the NCLT’s interim order was sustainable when it was made without an effective opportunity for the appellant to respond to I.A. No. 19/2021 and without reasons addressing the basis for granting the relief.

The Tribunal considered Sections 241 and 242 of the Companies Act, 2013, which provide for oppression-and-mismanagement proceedings and related relief, alongside Section 244, which sets eligibility requirements for such proceedings and permits waiver in appropriate cases.

It also referred to Section 424, under which the Tribunal is guided by principles of natural justice. The judgment applied the principles that an interim order affecting parties’ rights requires an effective opportunity to be heard and must give reasons sufficient to disclose the basis for granting relief; non-filing of a reply, by itself, does not justify an unreasoned interim order.

The NCLAT noted that the petitioners’ own shareholding table showed no shares held by them and that no Section 244 waiver application had accompanied the company petition. Although it left the effect of Section 244 for consideration by the NCLT when addressing the petition’s maintainability, it found that the NCLT could not grant the interim prayers solely because the appellant had not filed a reply to the company petition.

The record did not establish that the appellant had received an effective opportunity to answer I.A. No. 19/2021, and the impugned order did not give reasons explaining why the substantial interim reliefs were warranted. These defects violated natural justice and rendered the order unsustainable.

If the appellant furnishes the order to the NCLT within two weeks of its upload, the NCLT was expected to decide the application on its merits within the following two weeks. I.A. No. 5944/2026, seeking clarification of an interim order, was closed.