Eight Months, Multiple Opportunities, No Reply Filed: NCLT Kochi Refuses to Recall Ex Parte Order in Green Hearts Oppression Case [Read Order]

Kochi: The National Company Law Tribunal, Kochi Bench, has dismissed an application seeking recall of an ex parte order passed in an oppression and mismanagement proceeding, holding that a litigant cannot shift the entire burden of negligence onto previous counsel without placing cogent and substantive material on record, and that the inherent jurisdiction under Rule 11 of the NCLT Rules, 2016 cannot be exercised as a substitute for an appellate remedy.

Judicial Member Shri Vinay Goel, while dismissing the application on 06.05.2026, imposed costs of ₹25,000 on the applicants, to be deposited with the National Defence Fund.

The main Company Petition, CP(C/Act)/26/KOB/2023, was filed by Vivek Menon P.K. under Sections 241 and 242 of the Companies Act, 2013, alleging acts of oppression and mismanagement against the respondents in the petition, who are the applicants in the present recall application — Sandeep Sadanandan, Kollannur Jose Ligi Mariya, Smitha Kuiran, and Purandod Shaniban — in relation to M/s Green Hearts Private Limited.

In the interlocutory application, IA(C/Act)/45/KOB/2024, arising from the main petition, the applicants were granted multiple opportunities from 22.02.2024 onwards to file their reply affidavit. Despite several adjournments, including a last and final opportunity of three weeks, they failed to file any reply. Their right to file a reply affidavit was accordingly closed on 10.09.2024, the pleadings were treated as complete, and the matter was listed for final hearing.

On 25.11.2024, the Tribunal passed an ex parte order since none appeared on behalf of the respondents in the application. By the said order, Respondents 2 to 5 were restrained from representing the company, directed to hand over all records removed from the company’s premises to the applicant, and further directed to deposit stocks worth ₹35,00,000, or an equivalent amount, into the company’s account, with compliance required within four weeks.

The applicants subsequently filed IA(C/Act)/102/KOB/2025 seeking recall of the order dated 25.11.2024. They submitted that they had engaged an advocate, Mr. Prateesh Chacko, and proceeded on a bona fide belief that their defence was being properly conducted. According to the applicants, their counsel had suffered a severe medical condition during the relevant period, resulting in lack of proper representation, and they became aware of the order only later when it was brought to their notice by the Registry in January 2025.

They further submitted that they were initially reassured that necessary steps had been taken, including the filing of replies, and that an order dated 13.02.2025 recording that their reply had been taken on file reinforced their belief that the matter was being properly defended. They claimed that it was only upon receipt of a communication in May 2025 regarding contempt proceedings for non-compliance with the order dated 25.11.2024 that they realised the actual procedural status. They thereafter engaged new counsel and filed the present recall application, asserting that there was no negligence or wilful default on their part.

Respondent No. 1 opposed the application, contending that the applicants were duly represented and had sufficient opportunity to participate in the proceedings. He submitted that the plea regarding medical incapacity of counsel was an afterthought unsupported by records, that the applicants had filed a counter-affidavit and participated in earlier proceedings, and that they had even contemplated filing an appeal but failed to do so within the prescribed period of limitation.

He further contended that the application under Rule 11 of the NCLT Rules, 2016 was an impermissible attempt to seek review of a final order, and that the Tribunal’s power under the said Rule is limited to correction of clerical or accidental errors and does not extend to review or reconsideration on merits. He argued that the application was filed solely to delay proceedings and frustrate enforcement of the Tribunal’s directions, and prayed for dismissal of the application with exemplary costs and liberty to proceed with contempt action.

The Tribunal noted the detailed sequence of hearings from 22.02.2024 to 25.11.2024, observing that despite being granted multiple opportunities over several months, the applicants failed to file their reply affidavit, and their right to do so was ultimately closed on 10.09.2024. The Tribunal further noted that the order dated 10.09.2024 closing their right to file a reply had not been challenged at any stage.

On the plea of medical incapacity of the previous counsel, the Tribunal held that it had not been substantiated by any documentary evidence. It further observed that even if the applicants had been granted an opportunity to file a reply, they would not have benefited in any manner given the closure of their right to do so. The Tribunal held that change of counsel by itself cannot constitute sufficient ground for recall of a concluded order, particularly in the absence of material demonstrating due diligence or sufficient cause.

The Tribunal observed that a litigant has a duty to remain vigilant and diligent in pursuing their case, and that the applicants had sought to shift the entire burden onto previous counsel without placing any cogent, credible, or substantive material on record. It held that mere attribution of blame to erstwhile counsel cannot absolve the applicants of their own responsibility to prosecute the matter diligently, and that they were liable to suffer the consequences arising from their negligence, inaction, and laches.

The Tribunal further noted that subsequent to the order dated 25.11.2024, the applicants had entered appearance through counsel on 13.02.2025 in the main Company Petition and had thereafter engaged new counsel who entered appearance on 28.03.2025, indicating that they were aware of the proceedings and the order in question. Despite this, no appeal was preferred before the NCLAT within the prescribed limitation period.

On the jurisdictional question, the Tribunal held that where a statutory remedy of appeal is available, a party cannot ordinarily invoke the inherent jurisdiction of the Tribunal to reopen matters already decided, and that the jurisdiction under Rule 11 of the NCLT Rules, 2016 is limited and cannot be exercised as a substitute for an appellate remedy. Finding the recall application to be an abuse of the process of law, the Tribunal dismissed it with costs of ₹25,000 to be deposited with the National Defence Fund.

Case Details

• Case Title: Sandeep Sadanandan and Others v. Vivek Menon P.K. and Others (In the matter of M/s Green Hearts Private Limited)
• Case Numbers: IA(C/Act)/102/KOB/2025 in IA(C/Act)/45/KOB/2024 in CP(C/Act)/26/KOB/2023
• Tribunal: National Company Law Tribunal, Kochi Bench
• Member: Shri Vinay Goel, Judicial Member
• Date of Institution: 10.06.2025
• Date of Order: 06.05.2026

Appearances:

• For the Applicants: Mr. Ahamed Iqbal, Advocate
• For Respondent No. 1: Mr. Akhil Suresh, Advocate

[Read Order]