2021 (3) TMI 1222 - HC - Companies Law

Sanction of scheme of Amalgamation - Rules 6 and 9 of the Company (Court) Rules, 1959 - HELD THAT - The applicant is guilty of abuse of process of law and his conduct disentitles him from any relief in the present petition also. In fact, as noticed by this Court in the earlier orders, the claim of the applicant has been rejected not only by the Ministry of Corporate Affairs but also by the Reserve Bank of India. The present application is not maintainable and the same is liable to be dismissed.

Issues Involved:
1. Maintainability of the application for recalling the impugned order.
2. Locus standi of the applicant.
3. Allegations of fraud and collusion.
4. Procedural review vs. review on merits.
5. Repeated litigation and forum shopping by the applicant.

Issue-wise Detailed Analysis:

1. Maintainability of the Application for Recalling the Impugned Order:
The application filed under Rules 6 and 9 of the Company (Court) Rules, 1959, seeks to recall the order dated 26.03.2015, which sanctioned the scheme of Amalgamation. The respondents opposed the application, arguing that the applicant had no interest in the Amalgamation and, therefore, no locus to file the application. The court found the application not maintainable, emphasizing that neither the Companies Act, 1956 nor the Rules provided for seeking a review or recall of the order.

2. Locus Standi of the Applicant:
The court held that the applicant lacked locus standi as it was not a party to the main petitions nor the impugned order. The applicant was not a shareholder, director, or creditor of the company, and thus, was not an "aggrieved person." The court cited multiple precedents, including "Union of India vs. Naresh Kumar Badrikumar Jagad & Ors.," to underscore that only an aggrieved person has the locus to file a review petition.

3. Allegations of Fraud and Collusion:
The applicant argued that the impugned order was obtained through fraud and collusion, contending that the court has suo moto powers under Rules 6 and 9 of the Rules read with Section 151 CPC to recall its order on the ground of fraud. However, the court found that merely alleging fraud does not grant the applicant locus standi. The applicant must still be an aggrieved person to invoke the court's inherent powers.

4. Procedural Review vs. Review on Merits:
The applicant claimed the application was for a procedural review, not a review on merits, and thus should be maintainable. The court rejected this argument, stating that even for a procedural review, the applicant must have been a party to the proceedings and the impugned order, or at least an aggrieved person affected by the order. The court emphasized that the applicant's lack of locus standi rendered the application for procedural review unsustainable.

5. Repeated Litigation and Forum Shopping by the Applicant:
The court noted the applicant's history of filing multiple petitions and applications on the same issue across various forums, including the Delhi High Court and the Karnataka High Court. The applicant's conduct was deemed an abuse of process of law, with previous petitions being dismissed and costs imposed. The court highlighted that the applicant's claims had already been rejected by the Ministry of Corporate Affairs and the Reserve Bank of India, further discrediting the current application.

Conclusion:
The court dismissed the application for recalling the impugned order dated 26.03.2015, finding it not maintainable due to the applicant's lack of locus standi, the absence of statutory provisions for review, and the applicant's history of repeated, frivolous litigation. The court emphasized that the applicant's allegations of fraud and collusion did not override the requirement of being an aggrieved person to seek such relief.

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