Kamlesh Thakorbhai Shah vs Amita Hemant Shah & Ors.

(Hybrid Mode)

Brief facts, which are germane for the controversy in question as it engages in the instant Company Appeal, where the appellant puts challenge to the impugned Order of 13.04.2013. In this company appeal, the impugned order was passed in Cont. Petition No.05 of 2018 as preferred in T.P. No.52 of 2016. By virtue of the proceeding, which was initiated by the appellant was in the shape of the contempt proceedings, under Section 425 of Companies Act, to be read with 12/14 of Contempt of Courts Act, where the appellant has sought to draw contempt proceedings for alleged violation of the Order dated 08.03.2017 that, was rendered by the Learned NCLT, Ahmedabad Bench, in TP No.52/397-398/AHM/2016 [new Number] (CP 122/397-398 /CLB/MB/2013 [old number]). As a consequence of the Judgement rendered by the Learned Tribunal on 08.03.2017, certain directions were issued as contained in para – 40 of the concluding Judgement and particularly the one, which has been addressed by the learned Counsel for the appellant is to the observations that, were made in para – 40(7) of the operating portion of the Judgement.

Under the provisions of the Companies Act, an Order, which has attained finality by adjudication of dispute on merits rendered by the Tribunal, as created under the provisions of the Companies Act. Such orders would be executable in accordance with the provisions contained under Companies Act in itself and for that purpose, we will have to have a reference to the provisions contained in Section 424(3) which prescribe a complete forum for execution of the Order. The provisions of Section 424(3) reads as under:-

At this stage, we are not embarking upon for making any observation qua the execution proceedings, which could have been drawn for the purposes of getting the order executed. What we are concerned upon, at the moment, is looking to the tenacity of argument extended by the learned Counsel for the appellant, on the grounds taken by the appellant, which at the moment would be confined to her grievances, as against the order of rejection of the contempt proceedings.

The provisions contained under Section 425 of the Companies Act, for the purposes of invoking a contempt proceedings, it attracts the application of the provisions contained under the Contempt of Courts Act, 1971. It is settled principal of law that, in any contempt proceedings, an applicant who intends to make the Court/Tribunal conscious of non-compliance of its directions or orders, simply acts as an informant and thereafter, the entire issue is to be racked up by the Tribunal or the Court, before whom the proceedings are drawn about the non-compliance of its order. As soon as the institution of the contempt proceedings, the applicant thereafter, does not have any major role to play to press upon the contempt on its merits because thereafter it exclusively falls for consideration within the domain of the Tribunal of which the order is alleged to have been flouted.

In the instant case, the contempt proceedings, as well as the observation that has been made in Clause – 2 of the Order has been rejected.

As a consequence of the rejection of contempt, if the provisions contained under Contempt of Courts Act, 1971, have to be made applicable in the light of the appellate provisions contained under Section 421 of the Companies Act, in the Appellate jurisdiction of this Tribunal, it has had to be read with the provisions of Section 19 of the Contempt to Courts Act. Section 19 of the Contempt of Courts Act exclusively provides that, an Appeal against an Order of rejection of contempt is not maintainable, because it only contemplates of maintainability of an Appeal against an order of punishment, passed under Section 12 to be read with Section 14 of the Contempt of Courts Act. In that eventuality, if we confine ourselves to consider this Company Appeal as against the part of the Order rejecting the contempt, then provisions contained under Section 425 to be read with Section 19 of the Contempt of Court Acts, it has to be read harmoniously and the appeal as against the said Order of rejection of contempt will not lie.

Besides that, the learned Tribunal, while passing the impugned Order on 13.04.2026, in view of the findings recorded therein, shows that the Tribunal was conscious of the fact about the enforceability of the Order dated 08.03.2017 and that is why the learned Tribunal left it open that, the records of the proceedings would be sent to the Tribunal to enforce the Order and to execute the same in the light of the provisions contained under Section 424 (3).

Under the given set of circumstances as of now, the right of execution of the Order dated 8^th March, 2017, is yet to be executed as a Civil Decree by the Tribunal, who has passed the Order in itself as per the provisions contained under Section 424 (3). Owing to what, we have observed above, we affirm the Order so far it relates to the dismissal of the contempt proceedings, without disturbing the observation and finding recorded by the Learned Tribunal leaving it open for the appellant to invoke the Forum of the NCLT which has passed the order for getting the decree executed i.e. Judgement of 08.03.2017, in accordance with the provisions contained in Section 424 (3). Hence, owing to the above, while holding this Company Appeal would be not maintainable, we do not disturb rest of the finding recorded in the Impugned Order relating to filing of execution before NCLT whose order is to be executed. The Company Appeal would automatically stand closed.

The observation made by us would be confined to instant Company Appeal only.

The Company Appeal is accordingly disposed of.

Pending I.A.s, if any, also stand closed.