Vipul Limited Secures NCLT Interim Order Restraining Asset Disposal by Tanamera Developments

Vipul Limited has secured crucial interim relief from the National Company Law Tribunal (NCLT) New Delhi in a company petition filed against Tanamera Developments Private Limited (formerly known as Vipul SEZ Developers Private Limited) and multiple other respondents. The tribunal's interim order dated December 10, 2025, provides significant protection for the petitioner's interests while the case proceeds.

NCLT Interim Order Details

The NCLT New Delhi Special Bench issued a comprehensive interim order in Company Petition No. 205/ND/2025, presided over by Hon'ble Member (J) Shri Ashok Kumar Bhardwaj and Hon'ble Member (T) Dr. Sanjeev Ranjan. The order addresses key concerns raised by the petitioners regarding asset protection and corporate governance.

Relief Granted:	Details
Asset Restraint:	Prohibition on selling, transferring, mortgaging, or encumbering assets
Status Quo Direction:	Maintenance of current position on immovable and movable assets
Scope of Assets:	Land, licenses, receivables, and all properties
Respondents Covered:	Respondent Nos. 1 to 12
Next Hearing:	January 6, 2026

Case Background and Allegations

The petition was filed under Sections 241-242 read with Section 244(1) of the Companies Act, 2013, by three petitioners: Vipul Limited, Puneet Beriwala, and Chitranjan Jena. The primary grievance centers on alleged violations of corporate governance norms and shareholder rights.

The petitioners alleged that Tanamera Developments failed to serve notice of an Extraordinary General Meeting (EGM) dated September 11, 2024, to Vipul Limited, constituting a violation of Section 101(1) of the Companies Act, 2013. This omission allegedly deprived shareholders from claiming shares in the rights issue category, potentially reducing Vipul Limited's shareholding to 0.75%.

Legal Arguments and Tribunal's Reasoning

The respondents' counsel argued that based on an Arbitral Award dated May 12, 2023, certain Solitaire group entities were entitled to call upon Vipul Limited to transfer its shares, questioning the petitioner's status as a shareholder. However, the petitioners' counsel contended that no consideration had been offered for the shares and litigation remained pending regarding the transfer.

The tribunal observed that a shareholder cannot be deprived of EGM notice and shareholder entitlements until shares are actually transferred. The court noted that while entities may have entitlement to call shares under an award, actual purchase requires consideration.

Comprehensive Respondent List

The case involves 16 respondents, including various Solitaire group companies and individuals:

Primary Respondent: Tanamera Developments Private Limited
Solitaire Group Entities: Solitaire Ventures Pte. Ltd., Solitaire Capital India, Solitaire Capital Trustees Private Limited, Solitaire Buildmart Private Limited, Solitaire Projects Private Limited
Other Corporate Entities: K.S.T. Buildwell Pvt. Ltd., P.K.B.K. Buildwell Pvt. Ltd., P.K.B. Buildcon Pvt. Ltd.
Individual Respondents: Mr. Sanjiv Ahuja, Mr. Vipul Kumar, Ms. Divya Agarwal
Professional Services: Thakur, Vaidyanath Alyar & Co. (Statutory Auditor)
Additional Companies: Silverstone Developer Pvt. Ltd., Karamchand Realtech Pvt. Ltd., National Synthetics Limited

Tribunal's Selective Relief Approach

While the petitioners sought extensive interim relief including appointment of a retired High Court Judge as Chairperson and investigation by Serious Fraud Investigation Office, the tribunal adopted a measured approach. The court declined to grant reliefs regarding chairperson appointment, shareholding status quo, directorship matters, and investigation at this interim stage.

However, the tribunal emphasized that companies cannot dispose of assets and properties casually, justifying the asset restraint order. The court found it appropriate to protect the respondent company's assets while examining the substantive issues during final disposal.

Next Steps and Compliance Requirements

The tribunal directed that notice be served upon all respondents through prescribed modes including Registered Post, Speed Post, Courier Service, and E-mail. The petitioners must file an affidavit of service within one week. The case is scheduled for the next hearing on January 6, 2026, when the tribunal will further examine the merits of the petition and consider additional relief if warranted.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
+9.17%	+8.65%	+32.30%	-1.70%	-53.52%	-44.87%

Vipul Limited , a prominent real estate company, has released its unaudited financial results for the second quarter and half-year ended September 30, 2025, revealing a mixed performance. The company also announced a significant change in its board composition.

Financial Performance

For the quarter ended September 30, 2025, Vipul Limited reported:

Metric	Q2 2025 (Rs. in lakhs)
Revenue from Operations	794.50
Other Income	336.64
Total Income	1,131.14
Net Profit	15.81

The company's revenue from operations showed a significant increase compared to the previous quarter (Q1 2025), which stood at Rs. 169.32 lakhs. However, the total income for Q2 2025 decreased from Rs. 1,349.40 lakhs in Q1 2025 to Rs. 1,131.14 lakhs.

Despite the revenue growth, Vipul Limited's net profit for Q2 2025 was Rs. 15.81 lakhs, recovering from a loss of Rs. 103.68 lakhs in the previous quarter.

Half-Year Results

For the half-year ended September 30, 2025, the company reported:

Metric	H1 2025 (Rs. in lakhs)
Revenue from Operations	963.82
Total Income	2,480.54
Net Loss	(87.87)

The half-yearly results indicate a challenging period for Vipul Limited, with the company recording a net loss of Rs. 87.87 lakhs for the first six months of the fiscal year 2025-26.

Board Changes

Vipul Limited announced the resignation of Ms. Vishaka Beriwala from her position as Non-Executive Non-Independent Director. The resignation, effective September 23, 2025, was attributed to her professional commitments. Ms. Beriwala, who is the daughter of Mr. Punit Beriwala (Managing Director, CEO & CFO of Vipul Limited), had been serving on the company's board.

Operational Highlights

The company's management highlighted several key points in their financial statement:

Vipul Limited's main business continues to be real estate, with operations primarily domiciled in India.
The company has filed for a scheme of amalgamation with several of its wholly-owned subsidiaries, which is currently pending adjudication with the National Company Law Tribunal (NCLT), New Delhi.
The company has not provided interest on advances received from certain customers, as negotiations for settlement are ongoing.
Vipul Limited has entered into an agreement for the sale of its stake in its wholly-owned subsidiary, M/s. High Class Projects Limited, which will now become an associate of the company.

Auditor's Observations

The limited review report by the company's auditors, JSUS & Associates, highlighted several points of attention, including:

The presence of substantial cheques in hand (Rs. 640.26 lakhs) collected from customers but not yet presented for encashment.
The exclusion of financial results from one associate company, Vipul Karamchand SEZ Private Limited, due to pending audits.
Non-provision of interest on certain unsecured borrowings and inter-corporate deposits, as negotiations with lenders are in progress.

These financial results and corporate actions reflect the complex operating environment in the real estate sector and Vipul Limited's efforts to navigate through various challenges while restructuring its operations.