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Judgment
O R D E R
29.09.2023: The present appeal was filed within time, however, in re-filing delay of 44 days has occurred. Accordingly, an interlocutory application vide I.A. No. 4168 of 2023 has been filed. Mr. Dhruba Mukherjee, Ld. Sr. Counsel for the Appellant by way of referring to statement made in interlocutory application submitted that delay in re-filing has occurred due to the reason which was beyond control of the appellant not intentional. Considering the submission of Ld. Sr. Counsel and fact stated in interlocutory application we are satisfied with reason for delay in re-filing. Accordingly, delay of 44 days in re-filing stands condoned.
Heard Mr. Dhruba Mukherjee, Ld. Sr. Counsel assisted by Mr. Viren Sharma, Ld. Counsel for the Appellant, Mr. Krishnendu Datta, Ld. Sr. Counsel assisted by Ms. Pooja Mehra Saigal, Ld. Counsel who has appeared on advance notice on behalf of Respondent No.1 and also Mr. Tarang Gupta, Ld. Counsel who has appeared on behalf of Respondent No.2.
Since, after examining the impugned order we are not intending to go into the merit of the case, we think that without issuance of notice to other Respondents the appeal can be disposed of.
The present appeal has been preferred under Section 421 of the Companies Act, 2013 against an order dated 31.05.223 passed by National Company Law Tribunal, Chandigarh Bench, Chandigarh (herein after referred to as NCLT) in I.A. No. 106 of 2023 which was filed in CA No. 97 of 2022 in CP No. 110/Chd/Pb/2020 which was filed on behalf of Respondent No.1 an order has been passed. Since the order seems to appear to be passed with consent of the parties the same is reproduced herein below:
CA Nos. 106/2023, 97/2022 & 88/2023, MA No. 5/2021 & CP No. 110/Chd/Pb/2020
“The matter has been taken up as it was pointed out by Ld. Sr. Advocate for the Applicant in IA. No. 106/2023 that Respondent No. 5 Mrs. Harjit Kaur & Ors. have transferred the shares on 17.05.2023 and this fact of transfer of the shares is not disputed by the opposite counsel. It is alleged that the said transfer of shares is in violation of the order dated 03.03.2021 vide which the status quo order was passed with regard to the property of the respondent Company. Since the relief has been claimed in the main petition regarding the alienation and transfer of shares in the property concerned, therefore, in the interest of justice, the transferred shares as on 17.05.2023 be not further acted upon in the record of ROC and these shares should not be further alienated.
Mr. Puneet Bali, learned Senior Advocate stated that his party/client is ready to buy remaining shares and offered his good offices to resolve the dispute. All learned Senior Advocates, present today are requested to use their good offices to resolve the dispute about selling of shares as offered by Mr. Puneet Bali, Senior Advocate. List on 04.07.2023 high on the board”.
On examination of the last paragraph of the order and on being asked as to who was appearing on behalf of the Appellant before the NCLT it was admitted that Mr. Puneet Bali, Ld. Sr. Advocate had appeared on behalf of the Appellant.
On examination of the impugned order, it is evident that Mr. Bali, Ld. Sr. Counsel who had appeared on behalf of the Appellant had offered for resolving the dispute and thereafter Ld. NCLT was also of the view that all the parties may take steps for resolving the dispute. However, the appellant is aggrieved with the order whereby it is has been directed that regarding transferred shares as on 17.05.2023 no further step shall taken in respect of record of ROC and these shares should not be further alienated.
On perusal of the aforesaid order, it is evident that only for the purposes of resolving dispute hearing was deferred and interim order was also passed. However, Mr. Mukherjee, Ld. Sr. Counsel tried to persuade the court that the Appellant though was purchaser without recording all submissions made on behalf of the Appellant the impugned order was passed and that too without impleading the Appellant as party in the main petition. He further submits that of course stay order in respect of alienation of share has been passed taking aid of order dated 03.03.2021, the said status quo order was only applicable in respect of properties of the company lying within the jurisdiction of Chennai. It was submitted that that status quo order was not having any relation with the alienation of the share.
The Order reflects that though Ld. NCLT had noticed status quo order dated 03.03.2021 but the Tribunal had persuaded to pass interim order on the ground that in the petition itself relief was sought for regarding alienation and transfer of shares in the company concern.
However, since a plea has been taken that the appellant was not arrayed party before the NCLT and adverse order has been passed against the appellant, we are of the opinion that instead of filing appeal the appellant was required to file an appropriate application before the NCLT for recall of the order and also for impleading him as Respondent in the main petition. It was submitted by Mr. Mukherjee, Ld. Sr. Counsel that subsequently an intervention application was also filed.
Be that as it may, considering the fact that a plea has been taken that without impleading Appellant order has been passed, it is desirable to dispose of this appeal granting liberty to the appellant to file appropriate application before the NCLT. If such application is filed we expect that Ld. NCLT without any further delay preferably within ten days from the date of filing of such application by the Appellant may pass appropriate order in accordance with law, after hearing all the parties.
It goes without saying that Ld. NCLT may not be influenced by any of the observation recorded by this Tribunal, since we have not recorded any opinion on the merit of the case.
While considering the application freshly filed by the Respondent No. 1, the Ld. NCLT would be at liberty to examine other Interlocutory applications also.
With above observation, the appeal stands disposed of.