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Judgment
O R D E R
01.06.2022 The present Appeal has been filed against an order dated 15.3.2022 passed by National Company Law Tribunal, Cuttack Bench, Cuttack.
The Appellant has claimed to be promoter and shareholder of Rashi Steel and Power Limited. It has been stated that the Appellant and his group jointly owns 36.24% of the total paid up share capital of the Respondent No.1 company which has been reduced to 14.83% by the Respondent. Raising the dispute the Appellant filed a CP before the National Company Law Tribunal, Cuttack Bench, Cuttack which was numbered as CP No.126/CB/2021. In the Company Petition the Appellant sought for the following final relief which have been enumerated in para 14 of the Company Petition. It is quoted hereinbelow:
Interim Relief:
a)To appoint an independent director/Board of Directors to ensure that Respondent No.1 company complies wit the provisions of the Companies Act and Rules;
b)To pass appropriate order injunction Respondent No.2 to 7/present management from exercising any powers with respect to Respondent Company or doing any acts in that behalf.
c)To grant ad interim ex parte stay on the operation of the bank accounts of Respondent No.1 to prevent misuse/misappropriation of the funds lying therein by present management; or appoint Petitioner No.1 a Joint Signatory for operation of bank accounts of Respondent No.1.
d)Order and direct Respondents to provide inspection of books and papers of Respondent No.1 including books of accounts statutory registers, property documents, minutes books pertaining to meetings of shareholders, all the statutory registers required to be kept by a company as per the provisions of the Companies Act, 1956 and Companies Act, 2013, cash book, journals and ledgers and to permit the Petitioner to make copies of the same; and
e)To appoint an independent auditor as it may deem fit and proper to conduct forensic audit of books an accounts of Respondent No.1 for last three preceding financial years and submit a report to the Hon’ble Tribunal.
f)To pass appropriate order injuncting Respondents No.2 to 7 present management from converting remaining authorised share capital of 19.75 cr. Rupees to equity shares in the name of respondents mentioned above.
Final Relief
i)To declare and order that the affairs of Respondent No.1 have been carried by Respondents No.2-4 in a manner that is oppressive and that the affairs of Respondent No.1 also have been mismanaged in terms of Sections 241(1) (b) read with Section 242 of the Companies Act, 2016; and
ii) To declare that the dilution of the shares of Petitioners is illegal and improper and to set aside the same; and
iii) To declare the appointment of Sri Prem Chandra Jha and Sri Prakash Behera, Respondents No.3 and 4, as Additional Directors of Respondent No.1 on 22.06.2020 null and void.
iv) To grant consequential relief declaring all the acts done by Respondent No.2, 3 and 4 unauthorised, illegal and therefore, null and void.
v)To order the Respondents to pay costs for litigation to the Petitioners; and
vi) To pass any such other (s) as it deems fit.
The Appellant before the Tribunal, inter alia, prayed for the granting interim relief which has been noted hereinabove.
The Company Petition was filed on 15.12.2021. The impugned order reflects that on the interim relief, hearing was concluded and order was reserved on 10.03.2022 and subsequently the order was pronounced on 15.03.2022. The Learned Tribunal considering the facts and circumstances of the matter instead of passing order on prayer for interim relief, decided to finally decide the main petition and date for final hearing and disposal was fixed to 06.04.2022.
Despite the fact the Learned Tribunal by the impugned order had proposed to finally decide and dispose off the Company Petition on 06.04.2022, the Appellant in haste preferred the present Appeal for granting interim relief which was sought before the Tribunal. In normal course when the Tribunal was already ceased with the matter and decided to finally dispose off the Company Petition on a date fixed, there was no need to take notice of this Appeal. However, a plea has been taken by Shri Gaurav Mitra, learned counsel appearing on behalf of the Appellant, that if any interim order is not passed then there is a possibility that shares of the Appellant may be reduced further.
At the time of hearing it was admitted by the learned counsel for both the parties that as per impugned order the hearing on 06.04.2022 before the Tribunal could not take place but on 07.04.2022 it was taken up and finally on 02.05.2022 the arguments were advanced by the parties at length. However, since hearing remained inconclusive, for further hearing next date has been fixed to 07.07.2022.
Considering the submissions of Learned Counsel for the parties as well as undisputed fact that the Learned Tribunal is already hearing the Appeal for its final disposal there is no need to interfere with the impugned order. However, with the consent of the parties the Appeal is being disposed off with indication that subsequent change in the share if any of the either parties will be subject to the result of the proceeding pending before the Tribunal.
With the above observations and directions, the Appeal stands disposed. This Tribunal expects that the Learned Tribunal considering nature of the dispute raised by the Appellant may take steps for disposal of the Company Petition expeditiously. It goes without saying that if during the pendency of the Company Petition either party is aggrieved by any action of the party they would be at liberty to approach the National Company Law Tribunal.