RBG Enterprises Private Limited and Ors Vs. Raj Kumar Gupta and Ors (Kerala High Court)
The Kerala High Court dismissed O.P.(C) Nos.233, 430, 435 and 532 of 2026, which sought to restrain the NCLT, Kochi Bench from proceeding with execution petitions arising from proceedings involving RBG Enterprises Private Limited and other family-managed companies.
The disputes arose from family business arrangements and a Memorandum of Understanding dated 15.09.2016. Company Petition Nos.114, 119 and 125 of 2019 were filed before the NCLT under Sections 130, 241 and 242 of the Companies Act, 2013, alleging oppression, mismanagement and related party transactions. On 31.12.2021, the NCLT declared certain related party transactions invalid but imposed no penalty. A subsequent review application resulted in an order dated 16.03.2022 adding several consequential directions, including removal of two directors, appointment of other directors, directions concerning annual general meetings and refund of amounts allegedly drawn through related party transactions.
The NCLAT, by common judgment dated 27.04.2023, allowed the appeals, set aside the review order and remanded the matter to the NCLT. Civil appeals arising from the NCLAT proceedings were thereafter filed before the Supreme Court. The Supreme Court attempted mediation and, after the settlement effort failed, admitted the appeals. On 17.09.2024, it granted leave to appeal and stayed only the remand proceedings contained in paragraph 44 of the NCLAT judgment. The stay sought by the petitioners was not granted.
Respondents subsequently filed an execution petition before the NCLT seeking enforcement of the NCLAT order. The petitioners approached the High Court under Article 227, seeking a stay of the execution proceedings until disposal of the pending Supreme Court appeals. They also sought declarations that the NCLT lacked jurisdiction to execute the NCLAT order and that no enforceable order existed.
The High Court considered Section 423 of the Companies Act, 2013, which provides for an appeal against an NCLAT order to the Supreme Court, and Section 424(3), concerning enforcement of orders of the Tribunal or Appellate Tribunal. The petitioners argued that Section 424(3) indicated that an order should be enforced by the Tribunal or Appellate Tribunal that passed it. The respondents contended that the execution proceedings sought restitution following reversal of the NCLT review order.
The High Court declined to decide the maintainability or jurisdictional objections at this stage. It held that these questions should initially be considered by the NCLT before which the execution petition was pending, rather than being pre-empted through Article 227 jurisdiction.
On the request for a stay pending the Supreme Court proceedings, the Court noted that the petitioners had already sought interim relief before the Supreme Court and that the Supreme Court had not granted the requested stay. Since the issue was pending before the Supreme Court, the petitioners could seek appropriate relief there and could not seek the same relief under Article 227 before the High Court.
The Court also declined to examine the petitioners’ reliance on Mangluram Dewangan V. Surendra Singh and Others, Gurdev Singh V. Narain Singh and Lakshmi Ram Bhuyan V. Hari Prasad Bhuyan and Others concerning the existence or executability of a decree. Those issues were held to be matters for consideration by the NCLT in the first instance. Accordingly, all four original petitions were dismissed.
Cases Discussed
- Mangluram Dewangan V. Surendra Singh and Others (Supreme Court), [(2011) 12 SCC 773]
- Gurdev Singh V. Narain Singh (Supreme Court), [(2007) 14 SCC 173]
- Lakshmi Ram Bhuyan V. Hari Prasad Bhuyan and Others (Supreme Court), [(2003) 1 SCC 197]
FULL TEXT OF THE JUDGMENT/ORDER OF KERALA HIGH COURT
These original petitions have been filed with the following prayers;
Prayer in O.P.(C)No.233 of 2026;
“I. Direct the NCLT, Kochi Bench not to proceed with the Execution Petition/1/KOB/2024 in CP/114/KOB/2019 till the final disposal of the Civil Appeals pending before the Hon’ble Supreme Court of India against the orders of the NCLT, Kochi Bench itself in CP/114/KOB/2019 and NCLAT, Chennai; II. Pass such other orders or directions as the Hon’ble Court deems fit and proper in the interest of justice.”
Prayers in O.P.(C)No.430 of 2026;
“I. Direct the NCLT, Kochi Bench not to proceed with the Execution Petition/03/KOB/2024 in CP/125/KOB/2019 till the final disposal of the Civil Appeals pending before the Hon’ble Supreme Court of India against the orders of the NCLT, Kochi Bench itself in CP/125/KOB/2019 and NCLAT, Chennai;
II. Pass such other orders or directions as the Hon’ble Court deems fit and proper in the interest of justice.”
Prayers in O.P.(C)No.435 of 2026;
“I. Direct the NCLT, Kochi Bench not to proceed with the Execution Petition/02/KOB/2024 in CP/119/KOB/2019 till the final disposal of the Civil Appeals pending before the Hon’ble Supreme Court of India against the orders of the NCLT, Kochi Bench itself in CP/119/KOB/2019 and NCLAT, Chennai;
II. Pass such other orders or directions as the Hon’ble Court deems fit and proper in the interest of justice.”
Prayers in O.P.(C)No.532 of 2026;
“(i) To issue a Writ, Order or Direction declaring that the National Company Law Tribunal, Kochi Bench has no jurisdiction to proceed with Execution Petition/ 1/KOB/2024 in CP/114/KOB/2019;
ii. To issue a Writ, Order or Direction Declare that there is no enforceable order or direction in Exhibit P3 order of the NCLAT to be enforced by the National Company Law Tribunal, Kochi Bench;
iii. Pass such other orders or directions as the Hon’ble Court deems fit and proper in the interest of justice.”
2. Since common issues are involved, the original petitions are heard and disposed of together. Facts and documents are referred to as per the pleadings in O.P. (C)No.233 of 2026. The 1st petitioner in O.P.(C)No.233 of 2026 is M/s.RBG Enterprises Private Limited. The 1St petitioner along with several other business entities were promoted by late Radha Ballabh Gupta and his sons. The members of the family who were involved in the business were late Radha Ballabh Gupta, his wife Mrs.Sulochana Gupta, his sons, Sri.Rajkumar Gupta, Sri.Vishnukant Gupta and Sri.Mahesh Kumar Gupta and his daughter Pinki Goyal. Over a period, seven private limited companies and few other business entities were incorporated. To have effective management, individual business units were entrusted with specified members of the family. It is stated that three of the companies including the 1st petitioner company were managed by the two elder sons of late Radha Ballabh Gupta and four companies were managed by his younger son, the 2nd petitioner herein. Disputes arose between the members of the family, which culminated in the Memorandum of Understanding (MoU) entered into on 15.09.2016, a copy of which has been produced as Ext.R1(a) along with the counter affidavit filed by respondents 1 and 2. It can be seen from Ext.R1(a) that there were all together 12 business entities and several immovable properties located in different parts of Ernakulam and Kottayam. Ext.R1(a) outlines the way the members of the family decided to divide the properties and the manner of valuation of the assets. As per Ext.R1(a), Sri.Rajkumar Gupta, Sri.Vishnukant Gupta and Sri.Mahesh Gupta were to have assets worth 27%, 26% and 25% respectively. Smt.Pinky Goyal was to have 5% of the assets and 17% of the assets were to be retained with Sri.Radha Ballabh Gupta. The MoU also states that as far as possible, the Companies will be allotted to the son who was managing it. Presently, the dispute is basically between the elder sons Sri.Rajkumar Gupta and Sri.Vishnukant Gupta on one side and the younger son Sri.Mahesh Gupta, Smt.Sulochana Gupta and Sri.Mahesh Gupta’s wife on the other side. The 1st respondent filed O.S.No.310 of 2019 before the Munsiff’s Court, Kochi seeking a decree of mandatory injunction directing compliance with the MoU dated 15.09.2016. I.A.No.2023 of 2019 had been filed seeking interim protection and on 08.08.2019, the Munsiff Court granted an interim injunction restraining interference with the assets managed by the 1st respondent. I.A.No.5 of 2021 was filed by the 2nd defendant in the suit challenging the maintainability of the suit on the ground of bar under Section 430 of the Companies Act. Thereafter, the order of injunction was vacated, against which CMA Nos.11 and 12 of 2022 were preferred before the Sub Court, Kochi, which are stated to be pending.
3. Smt.Sulochana Gupta and Smt.Minakshi Gupta, the wife of the 2nd petitioner filed Company Petition Nos.114, 119 and 125 of 2019 before the National Company Law Tribunal , Kochi (for short ‘NCLT’) under Sections 130, 241 and 242 of the Companies Act, 2013 alleging oppression, mismanagement and related party transactions in the Companies managed by respondents 1 and 2. The Company Petitions were disposed of on 31.12.2021 declaring certain related party transactions as invalid. However, the order specifically stated that no penalty is being imposed on respondents 1 and 2. According to respondents 1 and 2, on the date of the order of the NCLT, there were no related party transactions subsisting in the books of the companies and hence the principal relief granted had become infructuous. Respondents 1 and 2 filed Company Appeal Nos.18, 19 and 20 of 2022 before the National Company Law Appellate Tribunal, Chennai (for short ‘NCLAT’). While the appeals were pending, the petitioners in the Company Petitions filed R.P.No.2 of 2022 before the NCLT, Kochi seeking review of the order dated 31.12.2021. Ext.P1 is the common order dated 31.12.2021 and Ext.P2 is the order dated 16.03.2022 in the review application filed by the petitioners in the Company Petitions. The review application was disposed of enumerating the consequential reliefs granted to the applicants in the Company Petition, which were not originally there in the order dated 31.12.2021. Paragraph 31 of Ext.P2 reads thus;
“31. Thus, considering the above and the findings in the common order dated 31.12.2021, and with a view to ensure clarity in the order dated 31.12.2021 and to ensure its operability, the present Application is disposed of enumerating the consequential reliefs granted to applicants as stated in Para. 55 of the order to be as follows.
“I. The 2nd and 3rd respondents (ie, Mr Rajkumar Gupta and Mr Vishnukant Gupta) have vacated office as directors of the 1st Respondent Companies (ie, Mssrs RBG Enterprises Private Limited, Mssrs RBG Trading Corporation Private Limited and Mssrs RBG Retail Private Limited) in accordance with Sections 167(1)(c) and 167(1)(d) of the Act with effect from 31.12.2021;
II. The 2nd and 3rd respondents are not fit and proper persons to hold the office of Director or any other office connected with the conduct and management of any company as contemplated under section 242(4A) of the Act with effect from 31.12.2021;
III. On a consideration of the documents filed by the Respondent pursuant to the directions of this Hon’ble Tribunal on 28.07.2021 and 12.08.2021, the affirmation of the 3rd Respondent (ie, Mr Vishnukant Gupta) to the Review Petition, the reliefs sought for in IA/195/KOB/2021 shall stand allowed. The Registry is directed to take necessary action forthwith;
IV. In view of our finding that the 2nd and 3rd respondent have failed to comply with the provisions of Act governing related party transactions (including Section 184 and 188), they shall stand disqualified as Directors of the 1st respondent Companies having regard to section 164(1)(g) of the Act with effect from 31.12.2021;
V. Sulochana Gupta (DIN- 02233110) and Mr Radha Ballabh Gupta (DIN -00643069) shall stand appointed as Directors of the 1st respondent Companies with immediate effect;
VI. Sulochana Gupta (DIN – 02233110) and Mr Radha Ballabh Gupta (DIN-00643069) are hereby directed to convene the Annual General Meetings of the 1st respondent Companies in CP/114/KOB/2019, CP/119/KOB/2019 & CP/125/KOB/2019 for the years FY 2015-2016 till date and to table the financial statements of the 1st respondent Companies for consideration of the shareholders;
VII. The 2nd and 3rd respondent, and their spouses, Mrs Ritu Gupta and Mrs Anika Gupta are hereby directed to refund all amounts drawn illegally by them through related party transactions including remuneration, as disclosed in the financial statements from FY 2015-16 till date, within 30 days from the date of this order;
VIII. The Registrar of Companies, Kerala is directed to notify the change in the Board of Directors of the 1st respondent Companies (ie, Mssrs RBG Enterprises Private Limited, Mssrs RBG Trading Corporation Private Limited and Mssrs RBG Retail Private Limited) within a period of three working days from today;
IX. The Bankers of the 1st respondent Companies are hereby directed to immediately change the signatories to the bank accounts based on the mandate signed by Mrs. Sulochana Gupta (DIN 02233110) and Mr Radha Ballabh Gupta(DIN -00643069);
X. The above directions shall apply in respect of all other Company Petitions, ie, CP/119/KOB/2019 and CP/125/KOB/2019;
XI. The Registry is also directed to immediately forward a copy of this order to the Registrar of Companies, Kerala for compliance.”
4. Company Appeal No.31 of 2022 was filed by the respondents 1 and 2 challenging the order dated 16.03.2022. By common judgment dated 27.04.2023 (Ext.P3), the NCLAT allowed the appeals, set aside the order dated 16.03.2022 in the review application, and remanded the case. Against the remand order in CA Nos.18, 19 and 20 of 2022, respondents 1 & 2 filed Civil Appeal Nos.4277, 4278 and 4279 of 2023 before the Hon’ble Supreme Court of India. The respondents in the four appeals before the NCLAT, Chennai preferred Civil Appeal Nos.4586, 4587, 4588 and 4589 of 2023 before the Hon’ble Supreme Court of India.
5. On 21.07.2023, when the Civil Appeals came up for hearing, the Hon’ble Supreme Court referred the parties for a mediation and appointed a Senior Advocate as Mediator. Ext.P4 is the order of the Hon’ble Supreme Court. The Apex Court also directed both the parties to stay their hands in the different proceedings initiated in the courts. The mediation proceeded for some time, but finally the Mediator reported before the Hon’ble Supreme Court that the petitioners herein had terminated the mediation. The Hon’ble Supreme Court, however directed the petitioners to intimate their willingness to continue with the mediation within two weeks from 14.05.2024 and the case was directed to be listed on 26.07.2024. On 12.08.2024, since it had been reported that the dispute could not be settled, the Hon’ble Supreme Court admitted the Civil Appeals for hearing and for consideration of the request for interim reliefs made by both the parties. Respondents 1 and 2 had filed I.A.No.128185 of 2023 before the Hon’ble Supreme Court seeking stay of the order of remand issued by the NCLAT. The petitioners had filed I.A.No.138540 of 2023 before the Hon’ble Supreme Court seeking stay of the final order of the NCLAT in Company Appeal Nos.18, 19, 20 and 31 of 2022 as far as it sets aside the order of the NCLT in Rectification Application R.A.No.2/KOB/2022 dated 16.03.2022. There were also other prayers in the application, copy of which has been produced as Ext.R1(b) in O.P.(C)No.233 of 2026. On 17.09.2024, the Hon’ble Supreme Court granted leave to appeal and stayed only the remand proceedings mentioned in paragraph 44 of Ext.P3 judgment of NCLAT. The Hon’ble Supreme Court did not grant the interim reliefs sought for by the petitioners herein, even though both the stay applications were taken up together for consideration. This fact is seen from Ext.P5 order of the Hon’ble Supreme Court which shows the listing of both the interlocutory applications, and the order passed thereon. Respondents 1 and 2 thereafter filed Execution Petition before the NCLT for execution of Ext.P3 order passed by the NCLAT. The copy of the Execution petition has been produced as Ext.P6. According to the petitioners, there was no enforceable order in Ext.P3. By Ext.P7 order dated 06.12.2024, the NCLT ordered that they are awaiting the outcome of the matter which was pending before the Hon’ble Supreme Court. In Ext.P8 order dated 13.02.2025 also, the NCLT noticed that the appeal is pending and progressing before the Hon’ble Supreme Court of India and adjourned the matter for consideration to 28.03.2025. Exts.P7 and P8 orders were challenged by respondents 1 and 2 before this Court in O.P.(C)No.631 of 2025. By Ext.P9 judgment dated 20.03.2025, this Court disposed of the original petitions directing the NCLT, Kochi Bench to direct the petitioners herein and the other respondents in the original petition to complete the pleadings in EP/01/KOB/24 within a time frame and dispose of the same within two months after completion of the pleadings. On 28.03.2025, the NCLT, Kochi directed the respondents in the Execution Petition to file their objections before the next date of hearing. Smt.Sulochana Gupta and Smt.Minakshi Gupta filed RP No.474 of 2025 in O.P. (C)No.631 of 2025, which was disposed of by judgment dated 07.04.2025, a copy of which has been produced as Ext.P11. This Court found that there was no error apparent on the face of the record to review the judgment dated 20.03.2025 and dismissed the review petition. This Court also noticed the fact that the review petitioners had already approached the Hon’ble Supreme Court with the similar prayer for stay of the execution proceedings. Exts.P9 and P11 judgments in the original petition and the review petition were challenged by the petitioners before the Hon’ble Supreme Court. The Hon’ble Supreme Court set aside Exts.P9 and P11 and directed to restore O.P. (C)No.631 of 2025 on file and directed to post the case on 16.06.2025 before the roster bench. O.P.(C)No.631 of 2025 was taken up before this Court on 09.01.2026, on which day, the counsel for the petitioners therein submitted that the pleadings are complete before the NCLT and sought permission to withdraw the original petition with permission to move the NCLT for an early hearing. This Court closed the original petition without prejudice to the rights of the parties. The matter came up before the NCLT oN 08.01.2026. The counsel for respondents 1 and 2 requested for permission to withdraw IA(C/ACT)/ 174/KOB/2025 in Execution Petition/1/KOB/2024 in CP/114/KOB/2019 to remove certain typographical errors and resubmit. The request was allowed, and the petition was permitted to be withdrawn with liberty to file a fresh application on payment of cost. The Execution Petition was adjourned to 16.01.2026. On 16.01.2026, the Execution Petition was adjourned to 20.02.2026. It is in the above background that the original petition has been filed for a direction to the NCLT not to proceed with the Execution Petition till final disposal of the Civil Appeals pending before the Hon’ble Supreme Court of India. The original petition was filed on 20.01.2026.
6. O.P.(C)No.430 of 2026 has been filed by petitioners 2, 3 and 4 in O.P.(C)No.233 of 2026 and M/s. RBG Retail Private Limited with the same prayer for a direction to the NCLT, Kochi Bench not to proceed with the execution petition pending the decision of the Hon’ble Supreme Court of India.
7. O. P.(C)No.435 of 2026 has been filed by petitioners 2, 3 and 4 in O.P.(C)No.233 of 2026 along with M/s.RBG Trading Corporation Private Limited praying for stay of the execution proceedings pending decision of the Hon’ble Supreme Court.
8. The petitioners in the above three original petitions have filed applications for amendment of the pleadings by incorporating the following prayers;
“I(a) Declare that NCLT Kochi has no jurisdiction to execute an order passed by the NCLAT Chennai in view of Section 424(3) of the Act.
I(b) Declare that there is no enforceable order to be executed in Exhibit P-3 order.”
9. O. P.(C)No.532 of 2026 has been filed by the 5th respondent in the Execution Petition referred above seeking a declaration that the NCLT, Kochi Bench has no jurisdiction to proceed with the Execution Petition/1/KOB/2024 in CP/114/KOB/2019 and for a declaration that there is no enforceable order or direction in Ext.P3 order of the NCLAT to be enforced by the NCLT, Kochi Bench.
10. Heard Sri Deepu Thankan on behalf of the petitioners in OP(C) Nos.233 of 2026, 430 of 2026 , 435 of 2026 and for respondents 1, 4, 5 and 6 in O.P.(C)No.532 of 2026, Sri Roshen D. Alexander for the petitioner in O.P.(C)No.532 of 2026, for the 5th respondent in O.P.(C)No.233 of 2026 and for the 3rd respondent in O.P.(C)No.430 of 2026, Sri P.B.Krishnan, Senior Advocate, instructed by Sri Akhil Suresh for respondents 1 and 2 in in 0.P(C) Nos.233 of 2026, 430 of 2026 and 435 of 2026 and for respondents 2 and 3 in O.P.(C)No.532 of 2026, Smt. O.M. Shalina/Sri M.A.Shaji, Central Government Counsel for respondents 3 and 4 in O.P.(C)Nos.233 of 2026 and 435 of 2026, for respondents 4 and 5 in O.P(C)No.430 of 2026 and for respondents 7 and 8 in O.P.(C)No.532 Of 2026.
11. The questions that need to be considered is whether this Court should in exercise of its jurisdiction under Article 227 of the Constitution of India stay the execution proceedings initiated at the instance of respondents 1 and 2 in O.P. (C)Nos.233, 430, 435 and respondents 2 and 3 in O.P.(C)No.532 of 2026, till the disposal of the civil appeals pending before the Hon’ble Supreme Court and whether this Court should decide on the question of maintainability of the execution petition at the first instance.
12. The execution petition has been filed pursuant to the dismissal of a review application as per Ext.P2 order. In the three company petitions which were heard together, the NCLT on 31.12.2021 held that certain related party transactions are invalid. The order however does not direct any investigation into the companies or impose any penalty on the parties. In a review application filed by the petitioners 3 and 4 an order was passed on 16.03.2022, whereby the Tribunal held that it had no power of review, but at the same time issued clarifications on the order dated 31.12.2021 by adding 11 directions. One of the directions was that respondents 1 and 2 who were Directors of the three companies were deemed to have vacated the office with effect from 31.12.2021 and two others were appointed as Directors in their place. There was also a direction to notify the ROC and the Bankers about the removal of respondents 1 and 2 as Directors and the appointment of the new Directors. Respondents 1 and 2 thus stood removed from the management of the Companies. The order dated 31.12.2021 and the order in the review application dated 16.03.2022 were challenged in appeal before the NCLAT and by order dated 27.04.2023, three appeals were allowed, and the review application was held to be not maintainable. The directions given in the review application were set aside and the matter was remanded to NCLT to decide on whether there is oppression and mismanagement and passed the orders thereafter. Against the order of remand for fresh adjudication, respondents 1 and 2 approached the Hon’ble Supreme Court. The petitioners also approached the Hon’ble Supreme Court challenging the order of the NCLAT setting aside the order in the review petition. The said cases are still pending before the Hon’ble Supreme Court. Even though attempt for mediated settlement was made, the same failed. Ext.P5 order dated 17.9.2024 was passed by the Hon’ble Supreme Court after considering the applications for stay filed by the petitioners as well as respondents 1 and 2 in the respective Civil Appeals. As per the order, the Hon’ble Supreme Court only granted stay of the remand contained in paragraph 44 of the order of the NCLAT. The request for stay made by the petitioners was not granted. It is in the above circumstances that Execution Petition No.1/2024 has been filed by respondents 1 and 2 seeking enforcement of the order of the NCLAT. Their case is that once NCLAT has set aside the order in the review petition, the status quo ante ought to have been restored and respondents 1 and 2 should have been allowed to continue as Directors. It is seeking stay of further proceedings in the said execution petition that these original petitions have been filed. There is an additional prayer brought in by amendment to the effect that the execution petitions should be dismissed as not maintainable.
13. Section 423 of the Companies Act, 2013 (hereinafter referred to as “the 2013 Act”), provides for an appeal against any order of the Appellate Tribunal to the Hon’ble Supreme Court on any question of law arising out of such an order. The Senior Counsel appearing for the respondents 1 and 2 submitted that when an appeal can be filed against an order of the NCLAT before the Hon’ble Supreme Court, any application for stay of the proceedings must be preferred before the appellate forum and not under Article 227 of the Constitution of India before this Court. Section 424 of the 2013 Act lays down the procedure before the Tribunal and the Appellate Tribunal. Section 424(3) says that any order made by the Tribunal or the Appellate Tribunal may be enforced by that Tribunal in the same manner as if it were a decree made by a court in a suit pending therein, and it shall be lawful for the Tribunal or the Appellate Tribunal to send for execution of its orders to the court within the local limits of whose jurisdiction, (a) in the case of an order against a company, the registered office of the company is situate; or (b) in the case of an order against any other person, the person concerned voluntarily resides or carries on business or personally works for gain. The contention of the counsel for the petitioners is that a reading of Section 424(3) would show that it should be the Tribunal or the Appellate Tribunal which passed the order that had to enforce the order and hence an order of the Appellate Tribunal cannot be enforced by the Tribunal.
14. The Senior Counsel appearing for the respondents 1 and 2 on the other hand submits that what is sought for is a restitution, which became necessary due to the reversal of the order of the Tribunal. It is further submitted that even if there is no petition, the Registrar was obliged to restore the status quo ante in view of Rules 164 and 165 of the NCLT Rules. Though serious arguments were advanced on the question of maintainability of the execution petition, I do not think it is proper for this Court in exercise of its jurisdiction under Article 227 of the Constitution of India to consider that issue at this stage, even before the Tribunal has considered the issue on merits. The question of jurisdiction and maintainability are issues which should be considered by the Tribunal at the first instance. It is neither proper nor necessary to pre-empt any such decision by the original authority, by an intervention by this Court in exercise of its supervisory jurisdiction under Article 227 of the Constitution of India. I do not hence find any reason to entertain the said prayer.
15. The next prayer is regarding stay of the proceedings till the Hon’ble Supreme Court decides on the appeals pending before it. The said prayer also cannot be considered by this Court under Article 227 of the Constitution of India. Admittedly, the matter is pending before the Hon’ble Supreme Court, and the petitioners had sought stay of proceedings which had not been granted. At that point of time, the execution petition had not been filed. However, the petitioners could have moved the Hon’ble Supreme Court for stay of the execution proceedings in the pending Civil Appeals. Petitioners cannot seek relief under Article 227 of the Constitution of India when the issue is pending before the Hon’ble Supreme Court.
16. The counsel for the petitioners relied on the decisions in Mangluram Dewangan V. Surendra Singh and Others [(2011) 12 SCC 773], Gurdev Singh V. Narain Singh [(2007) 14 SCC 173], Lakshmi Ram Bhuyan V. Hari Prasad Bhuyan and Others [(2003) 1 SCC 197] in support of his arguments that there is no executable decree available since the order of the NCLAT only set aside the findings of the Tribunal in the review petition. The Hon’ble Supreme Court had in Mangluram Dewangan (supra) considered the essential requirements to be fulfilled if an order should be treated as a decree and held that if there had been an adjudication which resulted in a formal expression which is conclusive so far as regards the court expressing it and the adjudication determines the rights of parties with regard to all or any of the matters in controversy, then it can be said that there is a decree. As already stated, it is not necessary to consider the said contention at this stage by this Court, as the question of jurisdiction or executability is one which has to be considered initially by the court before which the petition is laid, which is the NCLT in this case. Gurdev Singh (supra) was a case where the Hon’ble Supreme Court had held that the execution court cannot go beyond the decree. For the reasons aforesaid, the said question also need not be considered at this stage. Lakshmi Ram Bhuyan (supra) is relied on by the counsel for petitioners to submit that respondents 1 and 2 ought to have sought for a clarification from the NCLAT regarding the course of action to be followed pursuant to the setting aside of the order in the review petition rather than filing an application before the NCLT, styled as an execution petition. The above argument also for the reasons aforesaid need not be considered at this stage by this Court and is one which can be raised before the NCLT.
17. The Senior Counsel appearing for respondents 1 and 2 raised an argument that the order in the review application stated that respondents 1 and 2 had vacated their office, which was not legally possible. It is submitted that since the order specifically said that there was no penalty imposed, vacating of office will not happen automatically. It is submitted that it is pursuant to the said order that respondents 1 and 2 had been removed from office and hence there is a necessity for restoring the earlier position. I am not going into the said question in the original petitions filed by the petitioners and since it is a matter which the respondents 1 and 2 will have to agitate either before the NCLT in the petition filed before the NCLT or before the Hon’ble Supreme Court.
In the result, O.P.(C)Nos.233, 430, 435 and 532 of 2026 are dismissed.
