Supreme Court Stays Probe Into Exclusive Capital, Allows NCLAT Proceedings To Continue
The Supreme Court on Tuesday stayed the investigation ordered into the affairs of Exclusive Capital Limited, an NBFC, while issuing notice in an appeal filed by the company and its promoters.
It, however, clarified that the proceedings pending before the National Company Law Appellate Tribunal have not been stayed and would continue in accordance with law.
A bench of Justices Sanjay Kumar and K. Vinod Chandran directed that the investigation initiated pursuant to the order passed by the National Company Law Tribunal, New Delhi and affirmed by the National Company Law Appellate Tribunal on November 21, 2025, shall remain stayed until the next hearing.
“Investigation being undertaken by an Inspector pursuant to the order dated 16.07.2025 passed by the National Company Law Tribunal, which stood confirmed by the National Company Law Appellate Tribunal on 21.11.2025, shall remain stayed till the next hearing,” the Court said.
The dispute arises from shareholder proceedings concerning Exclusive Capital Limited, a registered non-banking financial company. Minority shareholders Kanta Agarwala and Suresh Agarwala had approached the National Company Law Tribunal under Sections 241 and 242 of the Companies Act, alleging oppression, mismanagement and siphoning of funds by the company's promoters and directors.
In May 2024, the tribunal recorded prima facie findings, suspended the board of directors, and appointed a retired Delhi High Court judge to manage the company's affairs.
That arrangement was later modified by the appellate tribunal, which permitted the board to function while continuing the retired judge as an observer to examine financial transactions. On the basis of reports submitted by the Observer, the NCLT in July 2025 directed an investigation under Section 213 of the Companies Act.
Before the Supreme Court, the company and its promoters assailed the investigation order on the ground of lack of jurisdiction. They contended that regulatory supervision by the Reserve Bank of India over non-banking financial companies excluded a parallel probe under company law. They also relied on the fact that proceedings had already been initiated by the RBI.
While issuing notice, the Supreme Court took note of the ongoing regulatory inquiry and suo motu impleaded the Reserve Bank of India as a party to the appeal. It clarified that the proceedings pending before the National Company Law Appellate Tribunal would continue.
“We make it clear that the pending proceedings before the National Company Law Appellate Tribunal, Principal Bench, New Delhi, have not been stayed,” the Court said. It added that those proceedings shall continue in accordance with law notwithstanding the pendency of the appeal.
The matter has been listed for further hearing on March 12, 2026.
For Appellants: Senior Advocates Abhishek Manu Singhvi, Sunil Fernandes, with Advocates Manav Goyal, Avishkar Singhvi, Ritika Gussain, AOR Apoorv Agarwal
For Respondents: Senior Advocate C.A. Sundaram, AOR Rohini Musa