Research › Search › Judgment

Karnataka High Court · body

2026 DIGILAW 104 (KAR)

Gurubasappa Siddesh, S/o. Late Govinakovi Hosalli Gurubasappa v. Sigma Life Care (Mysore) Private Limited, Represented By Its Manager Director, S. Gnanashankar

2026-01-07

B.M.SHYAM PRASAD

body2026
ORDER : B.M. SHYAM PRASAD, J. The petitioners are Doctors and are shareholders of the first respondent. There are disputes amongst them over the management of the first respondent. The petitioners have approached the National Company Law Tribunal, Bengaluru [for short, 'the Tribunal'] with their application in CP No.125/BB/2025 alleging oppression and mismanagement by the second to fifth respondents with a request for interim order as against the removal of the first petitioner as a Director of the first respondent. The petitioners have also availed remedy under Section 9 of the Code of Civil Procedure, 1908 in O.S. No. 974/2025. 2. The petitioners have approached this Court with this petition contending that they could not have availed the appellate remedy with the National Company Law Appellate Tribunal against the Tribunal's order dated 25.09.2025 because a copy thereof was not available. This Court, on 03.10.2025, in the light of this assertion and the petitioners' case that after the date of application with the Tribunal, an Extraordinary General Body Meeting is scheduled on 03.10.2025, has observed, refusing to interfere with the Meeting scheduled on 03.10.2025, that the outcome in the meeting shall be subject to the result of the pending proceedings with the Tribunal and that the second to fifth respondents shall not give effect to the resolution in the meeting until order is passed by the Tribunal on the application. 3. Sri A Murali, the learned counsel for the petitioners, and Sri Harish Byrasandra Narasappa, the learned Senior counsel for the respondents, are categorical that on the following: [a] The petitioners, upon receipt of a copy of the Tribunal's Order dated 25.09.2025, have filed an appeal with the National Company Law Appellate Tribunal and that this appeal is also dismissed; [b] In the interregnum, the petitioners have filed an application with the Tribunal calling in question the convening of the Extraordinary General Body Meeting and the Resolution in such meeting. [c] This application is pending, and the Tribunal has scheduled a hearing on this application in February 2026 with liberty to the parties to complete their pleadings by then; [d] The Resolution in the Extraordinary General Body Meeting on 03.10.2025 is for removal of the first petitioner as a Director of the first respondent, and information of this Resolution is filed with the Registrar of Companies [ROC] but the ROC, in due deference to this Court's Order dated 03.10.2025, has not struck off the first petitioner's name from the first respondent's Board. 4. Sri A Murali submits that this Court may continue the interim arrangement until the Tribunal's decision on the pending application as against the convening of the Extraordinary General Body Meeting and the resolution because the petitioners' cause, as recorded by this Court, is still to be considered by the Tribunal. However, Sri Harish B Narasappa submits that this Court had extended protection against implementing the Resolution because the petitioners contended that they had not received a copy of the Tribunal's order dated 25.09.2025 but with even the petitioners' appeal against that order being dismissed, there would be no cause for continuance of the protection. 5. Sri Harish B Narasappa emphasizes that if the petitioners succeeded in their application, the Tribunal could grant restitution. When queried, the learned Senior Counsel places on record that the relationship between the petitioners and the second to fifth respondents has turned acrimonious with some complaints also being lodged with the Karnataka Medical Council against the second respondent and police complaints against the third respondent. This Court has considered all the circumstances, including that most of the petitioners and the respondents are professionals and they have come together to incorporate the first respondent to achieve what must be salient objectives. 6. This Court on 03.10.2025 has intervened to prevent precipitation because of the petitioners' grievance about the appellate remedy not being available. This Court opines that, notwithstanding the turn of events emphasized by Sri Harish Narasappa, the circumstances largely remain the same with the petitioners' application against convening the Extraordinary General Body Meeting and the Resolution still pending with the Tribunal and this accords justification for continuance of a decision against precipitation when the application is so pending. 7. This Court opines that, notwithstanding the turn of events emphasized by Sri Harish Narasappa, the circumstances largely remain the same with the petitioners' application against convening the Extraordinary General Body Meeting and the Resolution still pending with the Tribunal and this accords justification for continuance of a decision against precipitation when the application is so pending. 7. This Court's interim restraint order against precipitation must prevail until the Tribunal decides otherwise while considering the merits of the petitioners' pending application, and this Court must also hasten to add that there cannot be any precipitation whatsoever and this must mean that even if the petitioners have started proceedings either with the Karnataka Medical Council or with the jurisdictional Police, there must be complete deference thereof until the Tribunal's decision on the pending application and that this deference must be solely at the instance of the petitioners with they filing appropriate information of this Court's order with the afore and every other authority. This Court makes this arrangement because this Court is exercising its extraordinary jurisdiction to ensure that there is an equitable arrangement until the disposal of the petitioner’s application with the Tribunal. In the light of the afore: ORDER [a] The petition stands disposed of. [b] The Registrar of Companies is called upon not to act upon the information filed about the Resolution in the first respondent's Extraordinary General Body Meeting on 03.10.2025 until the Tribunal decides on the petitioners' pending application. [c] The petitioners and the respondents are directed to assist the Tribunal in an expeditious decision on the pending application without seeking unnecessary adjournments. [d] The Tribunal is requested to decide on the pending application expeditiously, and before 31.03.2026 subject to its Board. [e] The petitioners shall not take any precipitative action against the second to fifth respondents either on the professional front or through the Police regarding any activity that is related to the first respondent and they shall file a copy of this order, in the event, they have filed any complaint with the authorities including the Medical Council at the earliest. [f] The petitioners and the second to fifth respondents shall ensure that no proceedings are started against each other whether directly or indirectly until 31.03.2026, and in the event, there is any such reason, it shall be open to the concerned to move an application before this Court for recall of this order.