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Judgment
ORDER
03.01.2023: These ‘Three Appeals’ have been preferred by the ‘Appellants’ / ‘Petitioners’, assailing the correctness, validity, propriety and legality of the ‘impugned order’ dated 28.06.2022 passed in IA (CA) No.16 of 2022 in CP No.47/241/HDB/2021, IA (CA) No.15 of 2022 in CP No.47/241/HDB/2021 and IA (CA) No.13 of 2021 in CP No.47/241/HDB/2021 by the ‘National Company Law Tribunal, Hyderabad Bench, Hyderabad, whereby and whereunder the ‘Tribunal’, had made the following observations: -
“2.Respondents No.1, 2, 5 and 6 have filed Counter, inter alia, contending that the claim of petitioner that he holds 70% share is false.
3.According to the respondents as on the date of filing the present Company Petition, the petitioner has zero shares in the 1st respondent / company. The respondent has also referred to the direction of this Tribunal dated 16.11.2021 to the petitioner to file share certificates in proof of their shareholding within three days of the order. The said direction of this Tribunal has not been complied with by the petitioner. Thus, from the above it is clear that the very locus standi, of the petitioner in filing the company petition itself is at stake as the petitioner failed to place relevant material before this Tribunal, to show their shareholding in 1st respondent / company.
4.Therefore, when the very locus standi, of the petitioner to file the company petition is at stake, we wonder how without establishing the locus standi, the petitioner can seek reliefs as sought for in the petition. Moreover, legality or otherwise of the meetings held by the respondents can be decided in the Company Petition itself which is ripe for hearing. We, therefore, find no valid reason to consider this petition now.” ‘disposed of’ the said Applications.
The Learned Senior Counsel Mr. Nakul Dewan appearing in these ‘Three Appeals’ points out that primarily the ‘Appellants’ / ‘Petitioners’ are aggrieved against the ‘observations’ made in the ‘impugned orders’ passed by the National Company Law Tribunal, Hyderabad Bench that their ‘locus standi’ to file the Company Petition is ‘at stake’ and if the Main Company Petition No.47/2021 is taken up by the ‘Tribunal’, for ‘Hearing’, then, serious ‘prejudice’ and ‘irreparable hardship’ will be caused to the ‘Appellants’ / ‘Petitioners’.
Also, that on behalf of the ‘Appellants’ / ‘Petitioners’, before this ‘Tribunal’, it is pointed out that Mr. Rajeev Satpal Lakhanpal has got 70% shares (vide ‘Memorandum of Association’) at Page No.180 of the ‘Appeal Paper Book’ in Comp. App. (AT) No.65/2022, and that the ‘Tribunal’ should have looked into that aspect, before making an ‘observation’ about the ‘Locus standi’ of the ‘Appellants’ / ‘Petitioners’, to file the Company Petition, which is purportedly, ‘at stake’.
This ‘Tribunal’, after ‘Hearing’ the Learned Senior Counsel for the ‘Appellants’ / ‘Petitioners’ in these ‘Three Appeals’, is not inclined to ‘displace’ the ‘impugned orders’, passed by the ‘Tribunal’, but, pertinently points out that on behalf of the ‘Appellants’ / ‘Petitioners’, it is shown before this ‘Tribunal’ that in terms of the ‘Memorandum of Association’ Mr. Rajeev Satpal Lakhanpal has 70% shares and, therefore, he has every right to be ‘Heard’ in the main Company Petition and, as such, this ‘Tribunal’, is of the considered view that the National Company Law Tribunal, Hyderabad Bench, when it takes up the matter in the Company Petition Number No.47/241/HDB/2021 for final ‘Hearing’, is to ‘Frame’ a ‘necessary point’ / ‘issue’ for determination in regard to the ‘Locus’ of the ‘Appellants’ / ‘Petitioners’ to file the ‘Company Petition’, pending before it along with other issues / points and when determining the same take into account of the Hon’ble High Court of State of Telangana at Hyderabad order in IA No.1 of 2021 in CRLP No.6985 of 2021 the relevant ‘Material Documents’, like ‘Memorandum of Association’, or any ‘other Documents’, to be filed or produced by the ‘Appellants’ / ‘Petitioners’, during the course of ‘Hearing’ of the ‘Main Company Petition’ and advert to the same one way or other and render findings on those ‘Issues’ / ‘Points’ (including the aspect of Locus of the ‘Appellants’ / ‘Petitioners’, at the time of ‘Final Disposal’ of the ‘Main Company Petition’, in a complete and comprehensive manner.
At this juncture, this ‘Tribunal’ lucidly makes it quite clear that the ‘Tentative Observations’, made to the effect that the very ‘Locus standi’ of the ‘Petitioners’ to file ‘Company Petition’ ‘at stake’, etc. shall not stand in the way of the ‘Tribunal’ in deciding or rendering findings of the ‘Locus’ of the ‘Petitioners’ and the ‘issues’ / ‘points’ for determination, while adverting to the same and the ‘Tentative Finding’, so rendered in the ‘impugned orders’ at 11th paragraph cannot be a ‘decisive’ and ‘governing’ factor for the ‘Tribunal’ to decide the ‘main Company Petition’, in a final and conclusive manner of course, in a fair, just, dispassionate manner and to pass a ‘reasoned speaking order’, in a qualitative and quantitative terms by adverting to the points / issues raised and the documents were filed or produced and after weighing the ‘pros and cons’ of the materials can arrive at a ‘reasonable prudent conclusion’, viz., in the manner known to ‘Law’ and in accordance with ‘Law’, after providing due opportunities to the relevant parties, by adhering to the principles of ‘Natural Justice’ in ‘stricto senso’ of the term.
With these ‘observations’, the ‘Three Appeals’ (Comp. App. (AT) Nos.62, 63 and 65/2022) are ‘disposed of’. No Costs. Before parting with the Case, this ‘Tribunal’ points out that ‘liberty’ is granted to the ‘Appellants’ / ‘Petitioners’ to raise all factual and legal issues before the ‘Tribunal’ (National Company Law Tribunal, Hyderabad Bench, Hyderabad), including the aspect of the ‘Locus standi’ of the ‘Appellants’ / ‘Petitioners’, in regard to the shares held by them and the ‘Tribunal’ shall permit the ‘Appellants’ / ‘Petitioners’ to raise their defences in support of their claims strictly, in accordance with ‘Law’, if they so, desire / advised.