Mr. Shakti Bhushan vs M/s. Titan Company Ltd.

[Per: Justice Sharad Kumar Sharma, Member (Judicial)]

Before we deal with the matter on merits, certain facts are necessarily required to be addressed, with regard to the conduct of the Appellant, who appears in person in the instant Company Appeal bearing e-filing No. 9805111/01470/2024. The Appeal was e-filed by the Appellant on 12.07.2024. He alleged grievances against the impugned order dated 28.05.2024 passed by the learned NCLT, Bengaluru Bench in Company Appeal Nos. 16 & 16A of 2021, in CA No. 09/2023 in Contempt Petition No. 154/BB/2019. The relief sought by the Appellant in the Company Appeal was to set aside the impugned order dated 28.05.2024 passed in Contempt Petition No. 154/BB/2019, to direct the Respondents to transfer interest at the rate of 18% amounting to Rs. 87,56,210/- to the Applicant, and to pass an order imposing costs of the litigation. The Affidavit filed in support of the said Company Appeal was shown to have been verified by the Appellant.

The Company Appeal was instituted by the counsels whose names appeared in the Memorandum of Appeal—namely, Mr. Fahad Khan, Mr. Avadh Narayan, Mr. Vishal and Ms. Aparna Vishal. The verification clause of the Affidavit filed in support of the Appeal, as well as other supporting applications, was shown to have been signed and verified by Mr. Shakti Bhushan, the Appellant, who appears in person. The appearance of his signature on those documents, including the Memorandum of Appeal and the Affidavits filed in support thereof, is not denied by the Appellant, nor has he stated anywhere that he did not sign these documents or that the signatures were not his.

When the Appeal was filed, it was supported with a vakalatnama signed by all the counsels whose names appear in the cause title of the Memorandum of Appeal. The same was accepted by the Registry of this Tribunal without any objection from the Appellant.

The Appeal remained pending before the Registry until scrutiny was conducted by the concerned section of NCLAT, which submitted a report on 12.04.2025 to the effect that the instant Appeal, though e-filed on 12.07.2024, was filed without submitting a hard copy. Defects were raised by the Registry on 12.07.2024 by the scrutiny officer then in charge, namely Mrs. T.V. Rajeshwari. When the defects were not rectified within the prescribed time, the matter was listed before this Appellate Tribunal under Rule 26 (3) & (4) of the NCLAT Rules, 2016. Since the defects were not rectified by the Appellant, the Company Appeal was dismissed by this Appellate Tribunal under Rule 26 (3) & (4).

After the dismissal of the Appeal on 25.02.2025, the Appellant, appearing in person, stated that he had not engaged any counsel to prefer the Appeal, nor had he filed the instant Appeal bearing the stated e-filing number. Consequently, we called upon Mr. Fahad Khan, the learned counsel whose signature appeared in the vakalatnama and on the Memorandum of Appeal, to respond to the Appellant’s statement that he had never instructed him to file the Appeal. The Registry conducted an enquiry and found that the said Company Appeal was filed by one Mr. Sankar Varadharajan.

Accordingly, by an order dated 16.04.2025, we directed Mr. Sankar Varadharajan to file an Affidavit in response to the allegation that the Appellant had never instructed him to file the Appeal. The counsel filed an Affidavit dated 02.06.2025, stating that he was working in professional coordination with Mr. Fahad Khan, a Delhi-based counsel, who approached his senior colleague, Mr. S.A. Shanmugham of Chennai, to facilitate the e-filing of the Appeal. He submitted that the Appeal was filed by him before this Appellate Tribunal according to the instructions of the counsel on record, Mr. Fahad Khan. The Affidavit filed on 02.06.2025 was taken on record. He also stated that he was only instrumental in filing the Appeal before the Registry, and had no independent authority except the oral instructions of Mr. Fahad Khan, the learned counsel who had signed the vakalatnama on behalf of the Appellant.

When these facts were disclosed by Mr. Sankar Varadharajan, we passed orders on 16.04.2025 and 04.06.2025 directing a probe into the allegations raised by the Appellant that he had never instructed the counsels on record to file the Appeal. During the proceedings held on 16.04.2025, Mr. Shakti Bhushan placed on record the mobile number of one Mr. Ashish Sinha, who is stated to have an e-mail address referred to in paragraph 4 of the Affidavit filed by the Appellant, which reads as follows: -

However, upon enquiry by the Registry, it was found that the Company Appeal had been presented only by Mr. Sankar Varadharajan, the learned counsel, with mobile number 9791169369. An Affidavit from Mr. Sankar Varadharajan was called, and as recorded earlier, he stated that he acted solely on the oral instructions of Mr. Fahad Khan, the counsel on record. Consequently, an order dated 13.06.2025 was passed, directing the Registry to trace the whereabouts of Mr. Fahad Khan through the Bar Council of Delhi which is extracted hereunder: -

Mr. Sankar Varadharajan further stated during the proceedings that he was not the counsel on record, but merely acted upon the oral instructions of Mr. Fahad Khan, a Delhi-based counsel, in presenting the Appeal before the Registry of this Tribunal in Chennai. The Registry sought information from the Bar Council of Delhi, which provided the address of Mr. Fahad Khan through e-mail. This was taken on record, and notices were issued to Mr. Fahad Khan.

Mr. Fahad Khan, the counsel on record for the Appellant, appeared and submitted that although he personally knows the Appellant and has represented him on multiple occasions in various criminal and civil matters in Delhi, the instant Company Appeal was neither drafted nor filed by him. He stated that he had never been provided with a copy of the pleadings, nor informed of any documents filed along with the Appeal. He stated in his Affidavit that the Appellant had approached him for legal advice for filing an Appeal against the impugned order dated 28.05.2024. He further submitted that in July 2024, two Company Appeals (CA AT 50/2024 and 51/2024) had been filed by him before the NCLAT, Chennai Bench on the Appellant’s instructions, which have remained pending for a considerable period.

Regarding the instant Company Appeal, he submitted that several advocates from different offices were approached by the Appellant for filing the Appeal, including Mr. Avadh Narayan, Mr. Vishal, Ms. Aparna Vishal, Mr. S.A. Shanmugham, and Mr. Fahad Khan himself. He stated that the details of the Appeal filed on 12.07.2024 were shared with him by Mr. Shakti Bhushan, and that his name appeared in the vakalatnama and the Company Appeal because the Appellant engaged him, although the filing before the Registry was facilitated by Mr. Sankar Varadharajan.

When this Affidavit was filed, it was objected to by Mr. Shakti Bhushan. He then filed an Affidavit on 02.09.2025, which was vague and merely asserted that a more detailed Affidavit should have been filed by Mr. Fahad Khan. He did not provide any specific statement denying that he had instructed Mr. Fahad Khan to file the Appeal. Given that the records show Mr. Fahad Khan as counsel engaged by him for this and other matters, such vagueness cannot rebut the evidence on record.

If such conduct is permitted—where a litigant engages a counsel, files an Appeal, allows it to remain pending, and when it is dismissed due to defects or on merits, attempts to disclaim having instructed counsel—it would create a problematic situation where every counsel could be forced to defend his conduct despite having been duly engaged.

Not much credence can be placed on the Affidavit filed by Mr. Shakti Bhushan because, from the filing of the Appeal on 12.07.2024 until its dismissal under Rule 26 (3) & (4) on 25.02.2025, and even thereafter, he made no complaint before the Bar Council regarding the alleged misconduct of the counsels. The allegations raised by him against his own counsel may amount to misconduct on his part, and could make him liable for criminal prosecution for falsely implicating the counsels he had engaged.

The Affidavit of Mr. Fahad Khan reflects that the Appellant had been in constant contact with him over a long period for legal advice and professional services, and that he had appeared for the Appellant in other pending Appeals. Thus, the Appellant cannot now claim that he had never engaged Mr. Fahad Khan, particularly when the Memorandum of Appeal and the vakalatnama clearly show that he did so.

The records do not reveal any professional misconduct on the part of Mr. Sankar Varadharajan, who acted on the oral instructions of Mr. Fahad Khan, or on the part of Mr. Fahad Khan himself, who filed the instant Company Appeal on the instructions of the Appellant. Rather, the allegations made by the Appellant call for consideration of criminal proceedings against him for malicious prosecution of the counsels whose services he had availed, but against whom he has now raised false allegations. This conduct tarnishes the image of the legal profession and cannot be permitted.

In these peculiar circumstances, while rejecting the allegation and affirming the order of dismissal of the Appeal dated 25.02.2025, we leave it open for the Counsel against whom the Appellant has raised frivolous allegations, to register a criminal prosecution against the present Appellant by registering an FIR against him for his ill intention to maliciously prosecute the professionals, who are acting under bonafide instructions and faith bestowed on behalf of the Appellant himself. Accordingly, the Company Appeal stands closed, subject to the aforesaid liberty granted to the Counsels to draw criminal proceedings against the Appellant for malicious prosecution of the counsels.