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Judgment
O R D E R
02.12.2024: This appeal is against an impugned order dated 24.10.2024 passed by the Ld. National Company Law Tribunal, Court-V, Mumbai Bench.
It is the submission of the Ld. Sr. Counsel for the Appellant that two Company Petitions were filed between the parties one viz Company Petition No. 132 of 2009 wherein an injunction order was passed restraining Respondents No. 2 and 3, viz Husband and Wife, now both deceased, from selling their shares on the strength of Article 57 of the Articles of Association of the Company which give preemptive right of purchase to the shareholders in case anyone intends to sell his/her shares. Another CP 87/2010 was filed to quash a notice of 2010 for holding an EGM.
On 21.05.2012 yet another notice was issued for the EGM to be held and for deletion of Article 57 from the Articles of Association.
Immediately, an application was filed in Company Petition No. 87 of 2010 challenging the notice dated 25.04.2012 issued for the EGM dated 22.05.2012.
On 22.05.2012 the EGM was allowed to be held but it was directed that the Resolution should not be given effect to. However later on 13.08.2012, the said restraint order was vacated and Article 57 was thus deleted from the Articles of Association of the Company.
Thereafter yet another application CA No. 91 of 2012 was filed in CP No. 87 of 2010 to amend the company petition so as to challenge the resolution passed in EGM dated 22.05.2012.
Since there were various litigations pending between the parties, the matter went to the Hon’ble Supreme Court in Civil Appeal No. 2488 of 2014; Civil Appeal No. 2489 of 2014; Civil Appeal No. 17304 of 2017 with Petition for Special Leave to Appeal (C) No. 9500 of 2018, and all were disposed of by order dated 19.09.2024 by the Hon’ble Supreme Court. Paragraph 23, 24 of the order dated 19.09.2024 notes as follows:
“23.During the course of hearing before us, on being persuaded, all the respondents, including Gharda Chemicals Ltd., have stated that Company Appeal No. 31 of 2013, pending before the Bombay High Court, can be allowed without prejudice to their rights and contentions. Company Appeal No. 31 of 2013 pending before the Bombay High Court is accordingly allowed. In other words, Darius Rutton Kavasmaneck is permitted to amend the Company Petition No. 87 of 2010 to the extent he seeks to challenge the effect and impact of the Resolution Passed in the EGM, deleting Article 57. By permitting the amendment on the basis of the said statement, the respondents, as well as this Court, are not expressing any opinion on the question whether or not the deletion of Article 57 would amount to oppression. This is a disputed issue. Consequent to the amendment, pleadings have to be completed.
24.At the same time, as noticed above, at this stage, the effect and implementation of the Resolution deleting Article 57 is not a subject matter which can be gone into by this court. We do not pass any restraint order against enforcement or implementation of the said Resolution. In case, Darius Rutton Kavasmaneck seeks any temporary injunction and restraint order against implementation of the Resolution deleting Article 57, he is at liberty to move appropriate proceedings in accordance with law. We do not express any view either way on this aspect”.
Thereafter admittedly an application IA No. 177 of 2024 was filed by the Respondent No. 1 with a prayer to restrain Respondents No. 4 and 11 viz executors of the WILLS executed by Respondents No. 2 and 3 and also Respondent No. 9 being the LR of Respondent No. 2 therein, to transfer the shares of Respondents No. 2 and 3.
It is the grievance of the Ld. Sr. Counsel for the appellant though IA No. 177 of 2024 was posted for 08.01.2025 but the Ld. NCLT on its own granted status quo orders upon shareholding, specifically denied by the Hon’ble Supreme Court in its order dated 19.09.2024 on reasons of paucity of time and without appreciating the contentions raised by the parties and also did not give any reasons to grant such status quo. It is argued the reasons given per order dated 14.06.2011 of the Hon’ble Bombay High Court were no longer applicable since Respondent No. 2 and 3 had expired and Article 57 was no longer in existence.
The Ld. Counsel for the Respondent submits the matter is coming up before the Ld. NCLT on 08.01.2025 and in view of the disputes between the parties as recorded in the order dated 19.09.2024 (supra), the Ld. NCLT be directed to expedite the hearing of application IA No. 177 of 2024 and to dispose it of as expeditiously as possible. Further contention was raised qua the conduct of the appellant being a company and taking sides.
Nevertheless since the issues have been crystallized above, it is submitted the parties would be satisfied if the Ld. NCLT is directed to take up IA 177/2024 at an early date. Hence, with consent we request the Ld. NCLT to take up the said IA on 12.12.2024 and dispose it as expeditiously as possible. Reply to such IA 177/2024 be filed by the appellant by 07.12.2024 and rejoinder, if any, be filed within three days thereafter.
With request as above, the appeal is disposed of.
Pending IA’s if any also stand closed.