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30.05.2025 : I.A No. 3239 of 2025:- This application is filed by the Appellant for preponement of the date of hearing of the main appeal from 01.07.2025 to today i.e. 30.05.2025.
Counsel for the Applicant has submitted that in the main appeal notice has not been issued so far. It is further submitted that the main appeal was listed in the category of fresh cases on 28.05.2025 but it could not be taken up due to paucity of time. As a matter of fact, counsel for the appellant had taken a pass over of the main appeal, requesting that the same may be heard alongwith other two appeals which were also listed on the same day in the cause list towards the end of the list and because of that reason the present appeal was not taken up for hearing due to paucity of time.
Urgency shown in the application is that the Application bearing I.A No. 115 of 2025 is now listed before the Tribunal today.
It is the grievance of the Appellant that the Tribunal does not have any jurisdiction to proceed with the application i.e. I.A No. 115 of 2025 much less to pass any adverse orders in view of the fact that the Tribunal has already become Functus officio. On this premise, Counsel for the Applicant has requested that hearing of the main appeal may be preponed from 01.07.2025 to today.
Since in the main appeal, no notice was issued, therefore, there is no necessity of issuing notice in this application also but Mr. Siddhant Kumar, Adv. has appeared on behalf of the Respondent No. 1 and 2 and submitted that copy of the application was given to him but he was not aware of the date of listing. In any case, he is present in court.
Counsel for the Respondent has submitted that the Tribunal has invoked its jurisdiction in view of the order passed by the Hon’ble Supreme court on 24.02.2025.
Be that as it may, we are only on the issue of preponement of date of hearing from 01.07.2025 to today because the Appellant is apprehending that while proceedings with I.A No. 115 of 2025 the Tribunal who has already become functus officio may not pass any adverse orders.
In view of the aforesaid facts and circumstances, we deem it just and expedient to allow this application and prepone the date of hearing of the main appeal from 01.07.2025 to today i.e. 30.05.2025.
Comp. App. (AT) No. 112 of 2025
This appeal is filed by the Appellants to challenge the order dated 16.04.2025 by which while dealing with an application bearing I.A No. 115 of 2025, filed in CP No. 48/ND/2024 by Respondent No. 1 and 2, seeking various prayers was postponed to 30.04.2025 for obtaining reply/report of the Observer but in the meantime ordered that two Annual General Meetings (“AGMs”) i.e. 29th AGM and 30th AGM, scheduled to be held on 18.04.2025 shall be stayed.
The main grievance of the Appellant in the present appeal is that in the petition filed under Section 241 and 242 of the Act, the first order was passed by the Tribunal on 15.05.2024 disposing of the main petition while appointing an administrator. The order of appointment of administrator was challenged by the Appellant by way of CA (AT) No. 161 & 162 of 2024 before this Court in which it is alleged that status quo was granted on 22.05.2024 but the said order was modified on 31.05.2024 and the Administrator appointed by the NCLT was converted into an Observer.
The order dated 31.05.2024 was further challenged before the Hon’ble Supreme Court and the same was confirmed on 02.12.2024 as alleged by the Appellant.
Counsel for the Appellant has submitted that a writ petition bearing W.P. No. 9877 of 2024 was filed by Evans Holding Pvt. Ltd. & Ors. before the Hon’ble Delhi High court in which the Ld. Single Judge and LPA Bench passed the order of constitution of interim committee of administrator.
The said order was challenged in SLP No. 4534 of 2025 before the Hon’ble Supreme Court in which the following order was passed on 24.02.2025:-
In this matter, several issues and questions have been raised for consideration. Notably, the scope and ambit of the order passed by the learned single Judge of the High Court of Delhi dated 26.10.2024 is under scrutiny, particularly in the light of the ongoing proceedings concerning oppression and mismanagement before the National Company Law Tribunal¹/ National Company Law Appellate Tribunal, which are currently seized of the matter. The primary prayer in the writ petition pertains to the alleged inaction or failure on the part of the Reserve Bank of India in fulfilling its obligations. However, it is pertinent to note that the interim directions issued by the learned Judge appear to address and adjudicate all issues and contentions inter se the parties, including those that are sub-judice before the NCLT/NCLAT and the RBI. Issue notice, returnable in the week commencing 14.04.2025. Notice is accepted by Mr. Sahil Tagotra, learned counsel, who is present in Court on advance notice/caveat for respondent No. 1. Hence, notice need be served on the said respondent. Respondent No. 2, RBI, is represented upon notice being issued to it by this Court, vide order dated 17.02.2025. Notice shall be served upon the unrepresented respondents by all modes, including dasti, upon steps being taken within ten days. from today. As an interim measure, the following directions are issued:
(1)There shall be stay of operation of the directions issued in the order dated 23.10.2024 passed by the learned single Judge in W.P. (C) No. 9877/2024, which supersedes. the Board of Directors of Exclusive Capital Limited and appoints an Interim Committee of Administrators". For the time being and till the date of this order, the payments to be made to the ICA, as per the said order, shall be borne by the writ petitioner.
(ii)The orders passed by the NCLAT in relation to the appointment of the Observer, including the directions and powers given to such Observer, shall, however, continue to operate.
(iii)Till the next date of hearing in the present special leave petition, we find it appropriate to direct that Exclusive Capital Limited shall continue with its day-to-day business activities. However, it shall not enter into any financial transaction exceeding 10,00,000/- (Rupees Ten Lakhs only) without prior notice to the Observer. If the Observer deems it appropriate, he may bring the details of such transaction to the notice of the NCLT, where proceedings under Section 242 of the Companies Act, 2013, are pending. The NCLT may, thereupon, pass appropriate orders.
(iv)The proceedings before the RBI, pursuant to its show-cause notice and in view of the liberty granted by this Court, vide order dated 17.02.2025, shall continue and appropriate orders shall be passed, preferably within a period of four weeks from today.
(v)The observations recorded in the order passed by the learned single Judge and in the impugned judgment will not influence the RBI when it takes decision. The RBI shall also not be influenced by this order, granting stay. It shall take an independent decision on the merits of the matter and proceed in accordance with law.
(vi)Liberty is granted to the writ petitioner and the shareholders, who have moved the NCLT, to move an application before the NCLT/NCLAT seeking appropriate directions. If any such application is filed, the same will be considered and decided. in accordance with law, without being influenced by the impugned judgment, including the order of the learned single Judge and the present order, granting stay.
(vii)The proceedings before the NCLT/NCLAT may continue. It will be equally open to the petitioner before us, who is the respondent before the NCLT and the petitioner before the NCLAT, to contest/pursue the proceedings.
It is alleged by the Appellant that by mis-reading the order of the Hon’ble Supreme Court, liberty has been given to the Appellant to file an application in a disposed of matter, I.A No. 115 of 2025 has been filed in which the Applicant/Respondent have again made the prayer for appointment of the administrator. In this regard, he has referred to prayer “(i) Suspend the board of management of ECL comprising Respondent Nos. 2 to 4 and direct the Ld. Observer (Justice R.K. Gauba (Retd.) appointed by NCLAT to take control over, and manage, all the affairs of Respondent No. 1” whereas it is submitted that by order dated 24.02.2025 the Hon’ble Supreme Court has confirmed that the order of the NCLAT regarding the observer shall continue to operate.
Counsel for the Appellant has submitted that though by way of impugned order two Annual General Meetings (“AGMs”) i.e. 29th AGM and 30th AGM which were scheduled to be held on 18.04.2025 have been postponed but the present appeal has been filed to challenge the maintainability of the application bearing I.A No. 115 of 2025 and in this regard, he has referred to a decision of the Hon’ble Supreme court reported as 1988 (2) SCC 602 to contend that even the Hon’ble Supreme court cannot confer jurisdiction on a statutory Tribunal if it does not exist.
On the other hand, Counsel for Respondent No. 1 and 2 has submitted that there is no error in filing of the application I.A No. 115 of 2025 as it based on the order dated 24.02.2025 passed by the Hon’ble Supreme Court and in this regard has referred to para (vi) and (vii) which read as under:-
(vi)Liberty is granted to the writ petitioner and the shareholders, who have moved the NCLT, to move an application before the NCLT/NCLAT seeking appropriate directions. If any such application is filed, the same will be considered and decided in accordance with law, without being influenced by the impugned judgment, including the order of the learned single Judge and the present order, granting stay.
The proceedings before the NCLT/NCLAT may continue. It will be equally open to the petitioner before us, who is the respondent before the NCLT and the petitioner before the NCLAT, to contest/pursue the proceedings.”
He has further submitted that the Appellants have themselves filed an application for modification of the order dated 24.02.2025 for recall to strike off the right to file an application before the NCLT but the said application is still pending without issuance of notice. It is also contended by the Respondent that original proceedings before the NCLT is still pending.
The matter requires scrutiny. Issue notice.
Mr. Siddhant Kumar, Adv. present in court accepts notice on behalf of the Respondent No. 1 and 2 and prays for an adjournment to file reply. Let the reply be filed within two weeks. Rejoinder, if any, may be filed within two weeks thereafter. List for hearing on 03rd July, 2025.
In the meantime, it is hereby ordered that the decision of the Tribunal on I.A No. 115 of 2025 shall be subject to the outcome of the appeal and the order of the Hon’ble Supreme Court.