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Judgment
(Hybrid Mode)
[Oral Judgment: Justice Sharad Kumar Sharma, Member (Judicial)]
The parties in the instant company are at loggerheads, in the proceedings of the CP/57(CHE)/2024, which are being held under Section 241 & 242 of the Companies Act, 2013.
This entire company appeal is foundationed upon a very short premise. The subject, which is required to be considered by this Appellate Tribunal, will not have any bearing as on date, on the merits of the matter, pending before the Ld. Tribunal.
Brief facts of the case are that in the proceedings of the company petition, after the exchange of pleadings before the Ld. Tribunal, the argument stood concluded, on 02.05.2025 as could be reflected from the order that was passed by the Ld. Tribunal on the same date. In the further proceedings which was held on 29.07.2025, the Ld. Tribunal observed that the arguments have already been advanced and that the Ld. Counsel for the parties may place the relevant paragraphs of the judgement they intend to rely upon along with a short synopsis to facilitate the Ld. Tribunal to come to a logical conclusion while rendering the judgment. However, as later the Ld. Tribunal felt that since it is a dispute inter se between the family members, there could be a possibility of an amicable settlement that could be ventured into, it directed the parties to explore the possibility for amicable settlement. The order dated 02.05.2025 and 29.07.2025 is extracted hereunder:
"Present: Ld. Counsel Ms. Sara Abraham along with Ld.
Counsel Shri. Prithiviraj for the Petitioner.
Ld. Senior Counsel Mr. P.H. Arvindh Pandian for Respondents No. 2 and 9.
Arguments on behalf of the Respondents heard.
Ld. Counsel for the Respondents is directed to file short synopsis of arguments within two weeks.
Arguments advanced on behalf of the Petitioner in Rejoinder.
Ld. Counsel for the Petitioner is also directed to file short synopsis of arguments within two weeks.
List the petition for clarifications on 07.07.2025. " "CP/57(CHE)/2024 Present: Mr. Prithvi Raj, Ld. Counsel for Petitioner.
R1 is the Company. Mr. P.H.Arvindh Pandian, Ld. Senior Counsel for R2 and R9 Ld. Counsel for the Respondents submits that this Tribunal may refer the written synopsis filed vide SR.No.2795 dated 10.07.2025.
Ld. Counsel for the Petitioner also submits that the Tribunal may refer the written synopsis filed vide SR. 2766 dated 09.07.2025, along with citations.
Arguments have already been advanced. The Counsel for the parties are directed to quote the relevant paragraphs of judgments in the short synopsis in a week's time.
List the Petition for clarifications on 01.09.2025.
Possibility of amicable solution is also explored. Ld. Counsel for the Petitioner seeks time to report on what terms the Petitioner can take exit from the Company.
Date: 29.07.2025"
Subsequently, during the hearing on 10.09.2025 as recorded by Ld. Tribunals in its order dated 10.09.2025, the petitioners counsel made a submission that the Petitioner wants to take exit, and will communicate the terms to the Respondents in a week. But such terms of settlement were not communicated and no progress in the matter of settlement was achieved in the subsequent proceedings of 09.10.2025, 13.11.2025, 08.12.2025 and lastly on 22.01.2026. The order passed by Ld. NCLT on 22.01.2026 is the order impugned in the instant company appeal. The relevant observations made in the impugned order which is being challenged herein is extracted have under: -
"Considering the submissions, we appoint Mr. Sridhar K, Practicing Company Secretary, Mobile No. 91 98844 35572, E-mail ID: [email protected] an IT Expert We direct R2 managing the affairs of R1 company to give access to the IT Expert to the personal mails of the Petitioner only and take printout of the same in the presence of the representative of R2.
IT Expert is directed to give his report separately without being influence from any of the parties about the access to the mail of the Petitioner post her resignation.
Report and printout be given in a sealed cover to the Tribunal, without sharing its copy to any of the parties or retaining any personal copy with him.
Non-disclosure agreement, if any, may be executed by the IT Expert in favour of R1 company.
We fix the fee of the IT Expert as Rs.50,000/- plus GST to be paid by the Petitioner in advance.
Copy of the order be sent to the mail of the IT Expert, who is directed to visit the company premises on 27.01.2026 at 2.30 PM for getting the relevant information.
Parties are directed to cooperate and provide assistance to the IT Expert to complete his job in a time bound manner."
The short question, which emerges for consideration, before this Appellate Tribunal is, as to whether after conclusion of the arguments and exchange of the written submissions, as well as the synopsis, and particularly when there is no progress in respect of any settlement, as observed in the previous orders passed by the Ld. Tribunal, the Ld. Tribunal could have on its own called upon the parties to give access to the IT expert, thus appointed by the Ld. Tribunal to the personal records of the petitioner only and take printout of the same to be utilised in the proceedings.
The said observation, which has been made in the order, does not appear to have been passed on an application preferred by either of the parties to the company petition, after providing an opportunity to the adversary to have his objection to it. In all likelihood, it was an effort which had been ventured into by the Ld. Tribunal, on its own initiative, which was uncalled for until and unless the parties affected by such directions were heard.
We are not making any remark on this, as to whether at all the Ld. Tribunal after the conclusion of the argument, could have at all made such an observation, which will be exclusively an issue which is to be left open to be decided by Tribunal on its own merits, when the Petitioner/Respondent herein files an appropriate application before the Ld. Tribunal, for the relief, of the nature, as it has been granted by the order dated 22.01.2026. Since the impugned order has been passed at the wisdom of the Ld. Tribunal without hearing the Appellant and without any proceedings being carried in relation to it, and it will be having an adverse effect on the case of the Appellant, the Appellant was required to be heard. The Tribunal ought not have identified itself with any of the parties to the proceedings.
Hence, the impugned order would stand quashed, and the company appeal would stand allowed, but it would be without prejudice to the Respondent/Petitioner, to file an appropriate application for the relief, which has been thus modulated by the Ld. Tribunal on its own in the impugned order and if the same is preferred, the same would be endeavoured to be decided by the Ld. Tribunal on its own merit after offering an opportunity to the Appellant. It is hoped and trusted that the Ld. Tribunal, would decide the proceedings within a period of three months from the date of production of the certified copy of this order.