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Judgment
(Hybrid Mode)
[ORAL JUDGMENT: Justice Sharad Kumar Sharma, Member (Judicial)]
The Appellant, had been earlier the plaintiff in C.P No.53/2012 (T.P. No.37/2016) Prof. D. Aravindakshan v. M/s. Agastya Biopharm India Limited & Others. In the said proceedings as drawn by the Appellant before the Ld. NCLT, Bengaluru Bench, he had sought for the following relief, which has been dealt in the judgment of 07.06.2019, as given in para 1 of the said judgment, which is extracted hereunder: -
C.P. No. 53 of 2012 (T.P. No. 37 of 2016) is filed by Prof. D. Arvindakshan (Petitioner), U/s. 235, 237, 397, 398, 402 and 403 of Companies Act, 1956 before then CLB against M/s. Agastya Biopharm India Limited and its Directors (Respondents), by inter alia seeking to declare that the Resolutions passed for the removal of the Petitioner as the Chairman/ Managing Director of M/s. Agastya Biopharm India Limited at the Board Meeting held on 12.04.2012 as null and void To declare resolution passed at the Board Meeting held on 15.04.2012 as null and void; To order detailed investigation into the books of account of the Company; To direct the board to pay remuneration to the Petitioner as fixed by the shareholders at the AGM dated 10.08.2011 w.e.f 10.08.2011; To declare the Petitioner as the permanent Chairman/Managing Director of the Company; To permit the Petitioner to be a joint signatory in operating the bank accounts of the Company during his lifetime as the Chairman/ Managing Director of the Company; "to set aside the illegal minutes said to be passed in the Extra ordinary General Meeting held on 27.06.2012 at Palakkad for illegal removal of the Petitioner from the post of Director of the Company".
It is not in dispute that, the said company petition was dismissed by the judgment of 07.06.2019 and it was carried at an appellate proceeding, at the behest of the Appellant by filing an appeal before this Appellate Tribunal by way C.A. No.191/2019(T.P. No.181/2021) of which too was dismissed on 15.07.2024, and consequentially the two judgments of 07.06.2019 & 15.07.2024 have been affirmed by the Hon'ble Apex Court with the dismissal of Civil Appeal (Dairy) No. 54922/2024, D. Aravindakshan v. M/S Agastya Biopharm India Ltd. & 5 others, vide its judgment of 10.02.2025.
The Appellant had filed a fresh company petition for same cause of action by instituting the same on 14.07.2014, praying for the following reliefs: -
1.To declare the resolution passed for removal of the Plaintiff from the post of Chairman and Managing Director of the Company at the Board Meeting held on 12-04-2012 as per Annexure - F and the communication issued thereafter i.e., Annexure G, as null and void;
2.To permit the Plaintiff to be signatory in operating the bank accounts of the Company as the Chairman and Managing Director of the company
3.To declare the Plaintiff as the Chairman and Managing Director of the Company, Agastya Biopharma India Ltd. i.e., Defendant No.1
4.To direct the Defendant. No.7 to restore the Plaintiff's. name as Managing Director of the Defendant No.1 Company
5.Cost of the suit
6.To pass such other further orders as this Hon'ble Court may deem fit in the facts and circumstances of the case and thus render justice.
The said proceedings that, was drawn by the Appellant was numbered as OS No.5357/2014 D. Arvindakshan v. M/s. Agastya Biopharm India Limited & Others. The proceedings of the said company petition have been closed by the impugned order by dismissal of the company petition, which is now under challenge before this Appellate Tribunal, by preferring of the present company appeal.
The reasoning, that has been assigned by the Ld. Tribunal in the impugned order, after assessing the entire evidence on record, has been that the subsequent suit filed by the Appellant would not be maintainable being barred by principles of res-judicata, owing to the fact that for the same cause of action and the for the same relief on the same facts, he has already agitated the C.P No.53/2012 and the judgment rendered thereof on 07.06.2019 has attained finality upto the Hon'ble Apex Court with the withdrawal of Civil Appeal on 10.02.2025, and hence, the re-agitation of the same cannot be permitted, as that would be an abuse of process of law.
The Appellant-in-person argues that since the civil appeal, which has been dismissed by the Hon'ble Apex Court, is on the ground that the Appellant has sought its withdrawal, that will not attract the principle of res judicata because withdrawal in itself will not amount to be an adjudication of the judgment of this Appellate Tribunal on merits. Hence, he submits that since the civil appeal was dismissed as withdrawn by the Hon'ble Apex Court, it will always be open for the Appellant to reagitate the cause for its fresh adjudication because the earlier judgment of the Appellate Tribunal has not attained finality since the civil appeal by the Hon'ble Apex Court has not been decided on merits.
This argument of the Appellant-in-person cannot be appreciated by this Appellate Tribunal for the reason being that the Appellant himself was the master of his proceeding before the Hon'ble Apex Court when he has preferred the civil appeal as against the earlier judgment of the Appellate Tribunal and in case if he had any intention to pursue his cause being aggrieved against the appellate judgment he ought to have pressed upon the civil appeal before the Hon'ble Apex Court on its own merit. Having not done so and having chosen to withdraw the appeal, will amount to that he didn’t intend to press upon the civil appeal the proceedings of which was being mastered by him and that withdrawal in itself will amount to that the Appellant in principle, has accepted the propriety of the earlier judgment of the Appellate Tribunal dismissing his appeal as against the judgment of earlier Company Petition No. 53/2012. In that eventuality, the argument extended by the Appellant-in-person that the principle of res judicata will not apply is not acceptable by this Appellate Tribunal.
Even upon a simplicitor analysis, the issue, which was dealt with by the Ld. Tribunal in the judgment of 07.06.2019, as extracted above, is compared with the relief that has been sought for by the Appellant in OS No.5357/2014, the relief sought for is identical, being prayers to set aside certain board resolution, to permit him to be the signatory in bank operations, and to declare him as Chief Managing Director of the company, among other prayers.
Since the issue has already been laid to rest and has attained finality up to the Hon'ble Apex Court, the same cannot be permitted to be repeatedly agitated, by the Appellant before the Courts of law, because a judicial proceeding has to be brought to an end to a certain point of time. Since the judgment of 07.06.2019 & 15.07.2024, has been affirmed by the Hon'ble Apex Court, these orders still hold good in the eyes of law, and re-agitation of the same by filing of OS No.5357/2014, would not be maintainable, and hence the same has been rightly dismissed by the Ld. Tribunal by the impugned order 13.02.2026.
Since the dismissal of OS No.5357/2014 does not suffer from any legal error, it doesn’t call for any interference by this Appellate Tribunal in the exercise of its appellate jurisdiction under Section 421 of the Companies Act, 2013.
The 'company appeal' lacks 'merit' and the same is accordingly 'dismissed'.