Authority: National Company Law Tribunal, Division Bench (Court-I), Kolkata

Order Date: 12 June 2026

Case Overview

The National Company Law Tribunal (NCLT) Kolkata heard Comp. Appl. No. 35/(KB)/2026 in CP No. 57/(KB)/2026, an application filed by Shrinibash Sahoo & Anr. against Brijsons Hotel Private Limited & Ors. under Rule 11 of the NCLT Rules, 2016. The application was filed in the context of a main company petition (CP No. 57/KB/2026) filed in April 2026 under Sections 58, 59, 213, 241, 242, 244, and 447 of the Companies Act, 2013, alleging oppression and mismanagement.

The applicants alleged that Respondents 2 to 4 (Brij Bihari Misra and others) had filed several fraudulent statutory forms with the Registrar of Companies (ROC) in wilful disregard of the Tribunal's status quo order dated 08 April 2026, which had restrained any further transfer/dilution of shareholding and transfer of assets of the company.

The specific allegations included:

  • Filing of Form AOC-5 on 22 April 2026 with a fabricated Board Resolution dated 25 March 2026 to shift the company's books of account from its registered office in Kolkata (Shantiniketan Building, 8 Camac Street) to Plot No. 257, Sipasurabali, Baselisahi, Puri-752001, effective 1 January 2026. The applicants contended that no valid Board meeting was held, no notice was served on valid directors (Respondents 6, 8, 9, and 10), and Respondent 2 had been lawfully removed as director on 14 August 2024.
  • Filing of Form PAS-3 on 21 April 2026 showing a purported rights issue and allotment of shares dated 30 March 2026, increasing the paid-up share capital from ₹6,80,000 (68,000 shares of ₹10 each) to ₹8,50,00,000 (85,00,000 shares of ₹10 each). The applicants, claiming to hold 83.83% of the share capital, alleged no notice was served, no shareholders' meeting was held, and the allotment violated the Companies Act and Articles of Association.
  • Filing of Form DIR-12 (SRN AC1445593) on 20 January 2026 (resubmitted 23 February 2026) for the removal of the applicants' nominee directors (Respondents 8, 9, and 10) based on a purported Special Notice dated 29 December 2025. The applicants alleged no subsequent notice or EOGM was held, making the filing forged.

The respondents opposed the application, denying locus standi of the petitioners (claiming their acquisition of 83.83% shares from Respondent 6 was illegal and violated interim orders in CP 254(KB)/2023). They contended that the PAS-3 filing merely restored the authorized share capital to its original position as per the 2024-2025 annual return and that the allotment date (30 March 2026) and shareholders' resolution date (12 March 2026) predated the status quo order (08 April 2026).

Final Outcome

The Tribunal found the allegations and counter-allegations serious, particularly the transfer of entire shareholding during pendency of litigation and the filing of statutory forms despite status quo orders. Under Section 242(4) of the Companies Act, 2013, the NCLT appointed Retired Justice Biswanath Rath (Mobile: 6372662572/9040429924) as Administrator for an initial period of 3 months to control and manage the affairs of Brijsons Hotel Private Limited.

The Administrator was granted extensive powers, including:

  • Chairing all company meetings and reconstituting the Board
  • Managing bank accounts and appointing a forensic auditor to investigate allegations of oppression, mismanagement, fraud, collusion, concealment of books, and siphoning of funds
  • Exercising overriding authority in case of differences with the Board
  • Receiving a monthly remuneration of ₹2,00,000 plus applicable taxes from the company
  • Appointing assistants/consultants at company expense (subject to Tribunal approval for employee termination)

The Tribunal imposed strict restrictions on all parties until disposal of the main petition, prohibiting (except in ordinary course): sale/encumbrance of assets, incurring liabilities, fund distributions, contract entries, business changes, share capital alterations, related-party transactions, and investments.

The Administrator must file a composite report on the company's affairs and investigation after 3 months. The main company petition was posted for hearing on 02 July 2026.

Topics: Corporate Governance, NCLT Proceedings, Shareholder Dispute