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Judgment
26.03.2025: This appeal is filed against an impugned order dated 06.03.2025 passed in C.A. No. 52 of 2025.
It is the submission of Learned Sr. Counsel for the Appellant on 13.02.2025, the matter was taken upon mentioning by the Ld. NCLT on a petition under Section 241-242 of the Companies Act, 2013 two interim prayers were pressed viz. (a) Direct the Respondent Nos. 1 to 14 to maintain Status Quo with regard to all transactions in regard to the Offering Circular dated 23.08.2024, till the pendency of the present petition. (b) Direct the Respondent Nos. 1 to 14 to maintain Status Quo with regard to the composition of the Board of Directors of the Respondent No. 1 company, as on date, till the pendency of the present petition.
It is submitted on that date the Ld. NCLT had also recorded the submissions of learned Sr. Counsel for the Appellant herein that the appellant shall maintain status quo till further order.
However immediately, thereafter, when the copy of the order was obtained by the Appellant, the Appellant moved an application under Rule 11 of the NCLT Rules, 2016 seeking clarification/modification of order dated 13.02.2025.
It is the submission of learned Sr. Counsel for the Appellant the appellant is aggrieved of recording of submission (wrongly given), of its learned Sr. Counsel qua interim prayers (a) and (b) and it was only because of connectivity problems, proper instructions could not be given by the Advocate on Record to the learned Sr. Counsel for the Appellant on that day, since the Advocate of Record was travelling. Thus inadvertently wrong statement was made by the learned Sr. Counsel qua both interim prayers viz. (a) and (b).
Even an application for clarification/modification of the said order dated 13.02.2025 has now been dismissed on 06.03.2025 by the impugned order, as under:
“We went through all the grounds taken in the petition. It is difficult to derive any meaning out of those grounds. However, the Counsel for the Applicant submits that he does not want to get the order modified/corrected/rectified. Rather he wanted that the order in question is re-phrased in certain manner. We fail to understand the purpose of such rephrasing or rewording he is seeking. Moreover, the application fails to disclose the manner in which the order needs to be rephrased and the reasoning for the same. In our view there are no grounds to interfere in an order passed by this Tribunal on merits after giving full opportunity of hearing to both the sides. The application appears to be without substance and is hereby dismissed.”
The Learned Counsel for the Respondent appears on advance notice and submits he has no issues if the interim prayer (a) may be contested on merits on the date fixed i.e. 03.04.2025. It is the submission of learned Sr. Counsel for the Appellant the concessions, if any, given by the Ld. Sr. Counsel for appellant were only till the next date of hearing viz. 03.04.2025. Heard.
It is also the submission on behalf of the Appellant the order dated 13.02.2025 is not on merits and in fact was based upon inadvertent concession given by the learned Sr. Counsel for the Appellant herein, without proper instructions, though, this submission is disputed by the learned counsel for the respondent herein.
In the circumstances, let the interim prayers (a) and (b) as recorded in the order dated 13.02.2025 be heard on merits; be decided and disposed of being uninfluenced by recordings in its earlier order dated 06.03.2025.
We dispose of the appeal in terms of the above. Pending application(s) are also disposed of.