Ace Skill Development Private Limited & Anr. vs Vinod Meenoth Madthal & Ors.

06.06.2022: Heard both the sides.

By consent of the Learned Counsels appearing for the ‘Respective Parties’, the instant Company Appeal (AT) (CH) No.28 of 2022, on the file of this ‘Appellate Tribunal’, is taken up for ‘Final Disposal’.

According to the Learned Senior Counsel for the Appellant, the ‘impugned order’ dated 23.02.2022 in CP/82(CHE)/2021 was passed by the National Company Law Tribunal, Division Bench II, Chennai in granting relief (1)“(b) appointing an independent forensic auditor to conduct the forensic audit on the affairs of the 1^st Respondent Company from 01.02.2018 and to submit a report before this ‘Tribunal’ and (2) the direction was issued by the ‘Tribunal’ that the Respondent Company shall not conduct Statutory Meetings and if at all any meeting is to be conducted, the same shall be carried out only in the presence of a Chairman appointed by this ‘Tribunal’, for which, a separate ‘Interim Application’ is to be filed and further that the matter was directed to be listed on 28.04.2022 for reporting compliance”.

In this connection, the Learned Senior Counsel for the Appellant submits that the aforesaid order is not valid, in the eye of Law, because no tangible / substantial reasons were assigned by the ‘Tribunal’ (National Company Law Tribunal, Chennai in CP/82(CHE)/2021 dated 23.02.2022) in so far as granting relief (b) and other relief are concerned of course, to and in favour of the Respondents / Petitioners.

Although the Learned Senior Counsel for the Appellants took this ‘Tribunal’ to the relevant pages of the ‘Appeal Paper Book’ in the instant Company Appeal (AT) (CH) No.28 of 2022, the manner in which the aforesaid order came to be passed, yet, this ‘Appellate Tribunal’ on going through the ‘impugned order’ dated 23.02.2022 in CP/82(CHE)/2021 passed by the National Company Law Tribunal, Division Bench – II, Chennai, in so far as it relates to the relief of (b) appointing an independent forensic auditor to conduct the forensic audit on the affairs of the 1^st Respondent Company from 01.02.2018 and to submit a report before this ‘Tribunal’ and the other direction issued to the Respondent Company not to conduct statutory meetings etc., were passed in a non-speaking manner, bereft of reasons, being assigned thereto. On this simple ground alone, this ‘Tribunal’, as of the considered opinion, that the said order as mentioned ‘supra’ suffers from ‘legal infirmity’, which cannot stand all ‘moments scrutiny’ in Law.

It must be borne in mind that ‘Reasons’ found in an order are the ‘Heart’ and ‘Soul’ of any ‘Order’ passed by the ‘Tribunal’ in a given case and that is the essence of ‘Fair Play’ action. If the ‘Tribunal’ / ‘Court’ of Law passes an ‘Order’ at least with some kind of reasons being assigned therein and not arriving at a conclusion, then it will enable the ‘Superior Forum’ to examine the ‘Validity’ and ‘Legality’ of the ‘Order’ passed by it in a ‘qualitative’ and ‘quantitative’ manner.

It is true that ‘Natural Justice’ is uncodified but the principles are ‘ingrained’ into the conscience of a Homo sapien.

No wonder, an ‘impugned order’, bereft of reasons, may be a valid one from the point of view of an ‘Authority’ / ‘Tribunal’, who had passed the same but to the affected, the same is not a valid one, as it infringes the right, thereby causing hardship and prejudice to him.

The principles of ‘Natural Justice’ are not the edicts of a ‘Statute’. It is to be remembered that absence of furnishing reasons will give an individual a sense of feeling of ‘injustice’, whether it be an ‘Administrative’ / ‘Judicial’ / ‘Quasi-Judicial Forum’ which passes it as opined by this ‘Tribunal’.

In view of the fact that the ‘impugned order’ dated 23.02.2022 in CP/82(CHE)/2021, so far as it relates to the relief of (b) portion and the other direction that the ‘Respondent Company’ shall not conduct ‘statutory meeting’ etc., were passed by the ‘Tribunal’ in a ‘non-speaking’ manner and without assigning ‘qualitative’ and ‘quantitative’ reasons. At this stage, this Appellate Tribunal, without traversing upon the merits of the matter, simpliciter, sets aside the same and allows the instant Company Appeal in furtherance of substantial cause of justice. No costs.

However, this ‘Appellate Tribunal’ remits back the matter to the National Company Law Tribunal, Division Bench II, Chennai to pass a ‘de novo’ orders in CP/82(CHE)/2021 in so far as it relates to the aspect of appointing an independent forensic auditor to conduct the forensic audit on the affairs of the 1^st Respondent Company from 01.02.2018 and for issuance of directions in regard to the conduct of statutory meeting, by providing adequate opportunities to both sides to argue the matter and after ‘Hearing’ the parties, the ‘Tribunal’ (National Company Law Tribunal, Division Bench II, Chennai), also following the ‘Principles of Natural Justice’, is to assign reasons for arriving at its just fair conclusion in granting the reliefs or otherwise in the subject matter in issue. It is open to the respective sides to canvass all factual and legal pleas before the ‘Tribunal’ (National Company Law Tribunal, Division Bench II, Chennai), which shall be considered, while passing a ‘Reasoned Order’ in a ‘Fair’ and ‘Just’ manner and the said ‘Order’ shall be passed by the ‘Tribunal’ in any event not less than ‘four weeks’ from the date of receipt of a copy of this ‘Order’.

In regard to the other ‘Relief’, granted by the ‘Tribunal’ (National Company Law Tribunal, Division Bench – II, Chennai) in CP/82(CHE)/2021, the same is left undisturbed by this ‘Appellate Tribunal’. The connected IA/318 of 2022 (for ‘stay’) is closed.