Apex Luminaires Pvt. Ltd., Mr. Shringeri Seshagiri, Mr. Ajay Gupta, Mrs. Shringeri Vasundara & Mrs. Chaitra Shringeri v. G.N. Thirumalesh

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The Tax Publishers 2025 TaxPub(CL) 2084 (NCLAT- Chny) IN THE NATIONAL COMPANY LAW APPELLATE TRIBUNAL AT CHENNAI JUSTICE SHARAD KUMAR SHARMA MEMBER (JUDICIAL) AND JATINDRANATH SWAIN MEMBER (TECHNICAL) Apex Luminaires Pvt. Ltd., Mr. Shringeri Seshagiri, Mr. Ajay Gupta, Mrs. Shringeri Vasundara & Mrs. Chaitra Shringeri v. G.N. Thirumalesh Company Appeal (AT) (CH) No. 120/2025 (IA Nos. 1354 & 1355/2025) with Company Appeal (AT) (CH) No. 121/2025 (IA No. 1356/2025) 23 December, 2025 Appellants by: PH. Arvindh Pandian, Senior Advocate For PJ. Rishikesh, Advocate Respondent by: Gaurav Kumar, Advocate JUDGMENT *Sharad Kumar Sharma, Member (Judicial)]* These are set of two company appeals. 2. Company Appeal (AT) (CH) No. 120/2025, questions the propriety of the impugned order dated 11-7-2025, that has been passed in CA No. 79 of 2023, as it was preferred by the Appellant herein, in C.P No.125/BB/2022, wherein the application thus preferred by the Appellant question the maintainability of the company petition filed by the Respondents under section 241-244 of the Companies Act, 2013, has been rejected. Company Appeal (AT) (CH) No. 121/2025 3. In the connected company appeal i.e., Company Appeal (AT) (CH) No. 121/2025, which too has been preferred by the Appellant, who are the opposite party to the proceedings of the C.P No.125/BB/2022 questions the propriety impugned order of 11-7-2025, whereby CA No. 59 of 2023, as it was preferred by the Respondent for seeking an amendment for introduction of new pleading and the relief clause in the memorandum of the company petition has been allowed. 4. Having regard to the chronology of facts and the issues involved, we shall first deal with Company Appeal (AT) (CH) No. 121/2025. In this appeal, the Respondent/Petitioner had filed a company petition before the learned Tribunal on 19-9-2022, seeking, inter alia, a declaration that the Board Resolution dated 31-12-2021 be declared null and void, and for a further direction to conduct an enquiry through a forensic audit into the affairs of the 1st Respondent Company in relation to the salary drawn by the parties, purchases, and inventories of the 1st Respondent. He has also sought the appointment of an independent valuer to carry out a fair valuation of the 1st Respondent Company. 5. While this company appeal was pending consideration after the exchange of objections, the Respondent is said to have filed an amendment application on 14.04.2023. In the said amendment application, the Appellant contended that, claiming himself to be one of the directors of the Respondent company, he holds 24,99,000 equity shares constituting 50% of the total equity shareholding. As on the date of filing the company petition, it is contended by the Petitioner that, being a subscriber to the memorandum, he holds the aforesaid equity shares of Rs. 10 each in the capital of the Respondent company, which represents 50% of the total equity shareholding. SUBSCRIBE FOR FULL CONTENT

The Tax Publishers 2025 TaxPub(CL) 2084 (NCLAT- Chny)

IN THE NATIONAL COMPANY LAW APPELLATE TRIBUNAL AT CHENNAI

JUSTICE SHARAD KUMAR SHARMA MEMBER (JUDICIAL) AND JATINDRANATH SWAIN MEMBER (TECHNICAL)

Apex Luminaires Pvt. Ltd., Mr. Shringeri Seshagiri, Mr. Ajay Gupta, Mrs. Shringeri Vasundara & Mrs. Chaitra Shringeri v. G.N. Thirumalesh

Company Appeal (AT) (CH) No. 120/2025 (IA Nos. 1354 & 1355/2025) with Company Appeal (AT) (CH) No. 121/2025 (IA No. 1356/2025)

23 December, 2025

Appellants by: PH. Arvindh Pandian, Senior Advocate For PJ. Rishikesh, Advocate

Respondent by: Gaurav Kumar, Advocate

JUDGMENT

Sharad Kumar Sharma, Member (Judicial)]

These are set of two company appeals.

2. Company Appeal (AT) (CH) No. 120/2025, questions the propriety of the impugned order dated 11-7-2025, that has been passed in CA No. 79 of 2023, as it was preferred by the Appellant herein, in C.P No.125/BB/2022, wherein the application thus preferred by the Appellant question the maintainability of the company petition filed by the Respondents under section 241-244 of the Companies Act, 2013, has been rejected.

Company Appeal (AT) (CH) No. 121/2025

3. In the connected company appeal i.e., Company Appeal (AT) (CH) No. 121/2025, which too has been preferred by the Appellant, who are the opposite party to the proceedings of the C.P No.125/BB/2022 questions the propriety impugned order of 11-7-2025, whereby CA No. 59 of 2023, as it was preferred by the Respondent for seeking an amendment for introduction of new pleading and the relief clause in the memorandum of the company petition has been allowed.

4. Having regard to the chronology of facts and the issues involved, we shall first deal with Company Appeal (AT) (CH) No. 121/2025. In this appeal, the Respondent/Petitioner had filed a company petition before the learned Tribunal on 19-9-2022, seeking, inter alia, a declaration that the Board Resolution dated 31-12-2021 be declared null and void, and for a further direction to conduct an enquiry through a forensic audit into the affairs of the 1st Respondent Company in relation to the salary drawn by the parties, purchases, and inventories of the 1st Respondent. He has also sought the appointment of an independent valuer to carry out a fair valuation of the 1st Respondent Company.

5. While this company appeal was pending consideration after the exchange of objections, the Respondent is said to have filed an amendment application on 14.04.2023. In the said amendment application, the Appellant contended that, claiming himself to be one of the directors of the Respondent company, he holds 24,99,000 equity shares constituting 50% of the total equity shareholding. As on the date of filing the company petition, it is contended by the Petitioner that, being a subscriber to the memorandum, he holds the aforesaid equity shares of Rs. 10 each in the capital of the Respondent company, which represents 50% of the total equity shareholding.