M. Sai Sudhakar & Ors. vs Mantrawadi Nagachandrika & Ors.

Oral : Justice Sharad Kumar Sharma, Member (Judicial)

The Respondents herein had preferred a Company Petition, being Company Petition No. 433/241/HDB/2020, Mantrawadi Nagachandrika & 4 Ors. v MPR Refractories Pvt. Ltd. & 7 Ors. In the company petition thus preferred, the Respondent/Petitioner had sought for the following reliefs, which are extracted hereunder: -

During the course of the proceedings, the Ld. Tribunal has passed various interlocutory orders, qua the aspect of determination of the right issues, which was formulated, during the course of the proceedings of the company petition itself and particularly the references which has been made by the Ld. counsel for the Respondent in relation to the docket order that were passed by the Ld. NCLT during the course of the proceedings of Company Petition, on 01.08.2023 and also the docket order dated 16.08.2023, which has been attempted to be read by the Ld. counsel for the Respondents, as if, it would amount to be an independent still an existing order granting of the partial relief, which was principally prayed for in the Company Petition particularly in the context of the main relief no. 2, that was sought therein and that inferences been derived by the Respondent/Petitioner, in the light of the observations which has been made by the Ld. Tribunal in para 24 of the impugned order.

The Appellant herein, had preferred the instant Company Appeal challenging the part of the impugned order and the findings thus recorded therein the impugned order, Appeal by questioning the observation, which has been made in para 11, 17, 18, 19, 21, 22, 23 and 24. The Appellant submits that, the observations, which has been made in the aforesaid paragraphs are based upon the misreading of the evidence and the findings which had been recorded therein are perverse. As far as the aforesaid argument is concerned, the ultimate conclusion could be that, since the Company Petition, which has been preferred by the Respondent/Petitioner in the context of the relief that was sought for in the Company Petition that, has been ultimately dismissed, and the dismissal of the Company Petition will amount to be a dismissal of the relief that was sought for in totality. The findings that had been recorded in the body of the judgment dated 28.11.2023, cannot be extracted to be independently read in context of the docket orders, which were passed during the pendency of the Company Petition, which otherwise under the principle of merger would stand merged with the final order resulting the dismissal of the Company Petition, those excerpts of docket orders now cannot be extracted to be placed in correlation to the stray observation that has been made in para 24 of the impugned order for reading it independently in the context as if the relief no.2 particularly when Company Petition as whole has been dismissed, it cannot be said that any relief thereto has been granted to the Respondent/Petitioner. Even otherwise also it is a settled principle of law that, once the main proceedings has been laid to rest by the Tribunal or any Court on merits it will attach finality to all interlocutory orders which would automatically stand merged with the final unchallenged order, and that cannot be retrieved to be attracted by a party to the proceedings of the Company Petition, later to be utilised for the purposes in any subsequent proceedings, and particularly by the Respondent/Petitioner whose Company Petition has already been dismissed on merits by the order dated 28.11.2023, which till date remains unchallenged. Thus, the argument extended by the Ld. counsel for the Respondent/Petitioner, treating as if the docket orders would still be surviving even after dismissal of his Company Petition and the orders passed during the proceedings of the Company Petition could be read in the context of relief no.2, is not acceptable by this Appellate Tribunal and the said arguments as raised by Respondent/Petitioner would stand turned down, as all interlocutory orders upon dismissal of the Company Petition, would meet its legal death.

As far as the Appellant’s contentions qua the challenge given to the particular findings that has been recorded in para 11, 17, 18, 19, 21, 22, 23 and 24 of the impugned order dated 28.11.2023, we are of the view that, admittedly, the order passed by the Ld. Tribunal of dismissing the Company Petition, preferred by Respondent/Petitioner, has not been subjected to challenge by the Respondent/Petitioner, by preferring any independent appeal, nor there is any cross appeal as principally contemplated under Order 41, Rule 22 of the Code of Civil Procedure (CPC). In that eventuality, when the consequential effect of the impugned order dated 28.11.2023, is that, the relief that was sought for by the Respondent/Petitioner would be treated to have been denied in totality, any stray finding, which has been recorded partially in the paragraphs as referred to herein above, which has been sought to be questioned by the Appellant while preferring the Appeal, will be only confined to be read in the context of the order dated 28.11.2023 and those findings cannot be derived and extracted to be utilised as against the Appellant in any other collateral proceedings including the Contempt Petitions, which has been drawn against him. In that eventuality, where the Company Petition has been dismissed, as it was preferred by the Respondent/Petitioner, the findings as recorded therein, which was later made a subject matter of scrutiny in this instant Company Appeal at the behest of the Appellant/Respondent herein cannot be sustained and they would too be treated to have met its judicial death with the adjudication of the Company Petition made by the judgment of 28.11.2023 and would be treated to merged with resultant dismissal of the Company Petition. In that eventuality, we are unable to appreciate the argument extended by the Ld. counsel for the Respondents/Petitioner that the dismissal of the Company Petition, could not be taken, as if it would amount to a partial grant of the relief, particularly if we see the manner in which the adjudication has been made by the Ld. Tribunal, particularly in the context of the observations that has been made by the Ld. Tribunal in para 22, 23 and 24 of the impugned judgment, which are only incidental in nature, for the purposes to enable the Tribunal to arrive at a conclusion, as to whether at all the controversy falls to be within the ambit of Section 241, 242, 57, 58, 59 and 62 of the Companies Act, 2013, or not. Those paragraphs cannot be independently extracted to be treated to be a conclusion in itself for the purposes of grant of the relief to the Respondent/Petitioner, particularly when the Company Petition itself has been dismissed.

Respondent/Petitioner cannot be permitted to take a stand that though his Company Petition has been dismissed in totality, and the said judgment remains unchallenged at his behest, it could read as if by virtue of the findings, the relief no.2 would be treated to be granted by an interpretation of the findings in the body of the judgment particularly when the relief no.2 has not been saved to be granted by the final judgment.

In these eventualities, this Company Appeal would stand closed with an observation thereof that, all those findings, which have been made subject matter of challenge by the Appellant in the instant Company Appeal would be limited to be the finding restricted qua the relief, which has been sought in the Company Petition by the Respondent/Petitioner itself and it would be confined to be read only for the purposes of an adjudication made by the Ld. Tribunal in relation to the impugned judgment under challenge, i.e., 28.11.2023, and it will not be extended to be read for any collateral purposes as against the Appellant particularly when the Company Petition has been dismissed and the dismissal has not be challenged. The Company Appeal accordingly stands closed.