Authority: Supreme Court of India

Order Date: 08-09-2026

Case Overview

  • Parties: Appellants – Raj Kumar Gupta and Vishnu Kant Gupta; Respondents – Sulochana Gupta, Meenakshi Gupta, and others.
  • Nature of Application: Interlocutory Application (IA No. 245655/2026) seeking suspension of execution petitions EP/1/KOB/2024 (CP/114/KOB/2019), EP/2/KOB/2024 (CP/119/KOB/2019) and EP/3/2024 (CP/125/KOB/2019) pending the pending Civil Appeals Nos. 4586‑4589/2023.
  • Background:
  • NCLT, Kochi Bench, order dated 31‑12‑2021 declared related‑party transactions by the respondents illegal, invalidated them, and disqualified Raj Kumar Gupta and Vishnu Kant Gupta as directors of RBG Enterprises Private Limited, RBG Trading Corporation Private Limited and RBG Retail Private Limited.
  • NCLT rectification order dated 16‑03‑2022 enumerated consequential reliefs: directors vacated, disqualification under Sec. 242(4A) and Sec. 164(1)(g), appointment of Sulochana Gupta (DIN 02233110) and Radha Ballabh Gupta (DIN 00643069) as directors, direction to convene AGMs for FY 2015‑16 onward, refund of illegally drawn amounts within 30 days, ROC notification of board change, and change of bank signatories.
  • NCLAT common order dated 27‑04‑2023 set aside the review application directions, remanded the matter to NCLT to reconsider oppression and mismanagement, but did not stay the impugned order.
  • Contentions:
  • Appellants argue that setting aside the rectification order should not lead to reinstatement of disqualified directors; execution proceedings should continue.
  • Respondents contend that execution would defeat the effect of the rectification order and the reconstituted board ratified by AGM, thus execution should be stayed.
  • Bench: Hon'ble Mr. Justice Manoj Misra and Hon'ble Mr. Justice Vijay Bishnoi.
  • Counsel: For appellants – senior advocates C. Aryama Sundaram, P.B. Krishnan, etc.; for respondents – senior advocates P.B. Krishnan, etc.

Final Outcome

  • The Supreme Court allowed the interlocutory application and stayed the execution proceedings (EP/1/KOB/2024, EP/2/KOB/2024, EP/3/2024) pending consideration of the appeals.
  • The Court refrained from expressing any opinion on the merits of the rival contentions.
  • The appeals are listed for final hearing on 27‑10‑2026.

Topics: Corporate Governance, Director Disqualification, Related‑Party Transactions