2019 (9) TMI 1619 - AT - Companies Law

Direction to maintain status-quo of shareholding pattern of the Company - direction to maintain Status-quo regarding alienation or create any encumbrance in relation to the properties of the 1st Respondent Company - direction to Respondents to produce all primary records/documents as mentioned on or before 12.02.2019 with a specific list and file in the Registry for the purpose of verification by the Petitioners - HELD THAT - The impugned order shows that while passing the order, the NCLT had heard Respondent Nos. 4, 7, 8 and 9. As it is stated that the present Appellant and other Respondents have also appeared in the Company Petition, it appears appropriate in the interest of justice that the Appellant and other Respondents, who were not heard when the impugned order was passed, should be heard by NCLT to appreciate the grievances of the Appellant and other Respondents, who were not heard. The impugned order shows that while passing the order, the NCLT had heard Respondent Nos. 4, 7, 8 and 9. As it is stated that the present Appellant and other Respondents have also appeared in the Company Petition, it appears to us appropriate in the interest of justice that the Appellant and other Respondents, who were not heard when the impugned order was passed, should be heard by NCLT to appreciate the grievances of the Appellant and other Respondents, who were not heard - Petition allowed by way of remand.

Summary

Issues involved:
- Appeal against interim order passed by National Company Law Tribunal, Hyderabad Bench
- Non-inclusion of Appellant in the hearing leading to the filing of the present Appeal
- Transfer of the matter to National Company Law Tribunal, Amaravati Bench
- Direction for NCLT to hear all concerned parties regarding the impugned order
- Continuation of stay granted on 16th May, 2019 until further hearing by NCLT

Analysis:
1. The appeal was filed against an interim order passed by the National Company Law Tribunal, Hyderabad Bench. The order highlighted the issue of shares wrongly remaining in the name of one respondent, leading to a petition for rectification under relevant sections of the Companies Act, 2013. The Tribunal found a prima facie case for interference and issued interim directions, including maintaining the status quo of shareholding and properties of the respondent company, and producing primary records for verification.

2. The Appellant raised concerns about not being heard during the passing of the interim order, leading to the filing of the present Appeal. The Tribunal, after hearing the counsel for the Appellant, condoned the delay in filing the appeal and issued notices to the respondents for further proceedings. The operation of the interim order was stayed pending the outcome of the appeal.

3. Subsequently, the matter was transferred to the National Company Law Tribunal, Amaravati Bench, where further proceedings had taken place. It was noted that all respondents, including the present Appellant, had appeared in the matter. To ensure justice, the Tribunal directed the NCLT to hear all concerned parties, including the Appellant, who were not heard during the passing of the impugned order.

4. The present Appeal was disposed of with directions to remit the matter back to NCLT at Amaravati Bench for a fresh hearing involving all relevant parties. The NCLT was instructed to hear the concerned respondents and decide on the impugned order dated 6th February, 2019, either maintaining it or passing suitable modifications as deemed fit.

5. The stay granted by the Tribunal was extended until 4th November, 2019, to allow NCLT to further hear the parties and make necessary decisions regarding the impugned order. Cooperation from all parties was emphasized, with NCLT having the authority to decide on the continuation of the stay based on the circumstances and the interest of justice. The Appeal was disposed of with no costs, and pending interlocutory applications were also resolved accordingly.