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2021 (5) TMI 568 - Tri - Companies LawSeeking for hearing the application dated 09.03.2016 filed by the present application for recall of impugned order - HELD THAT - There are no merit in the prayers made in this IA 28/2020 for recalling of the above impugned order and keep abeyance of the main proceeding - Hence, both the prayers of the Petitioner here are rejected and the IA 28/2020 is hereby disposed of so as to no cost. Considering the powers conferred on NCLT relating to the issues of Oppression and Mismanagement of the Company Affairs, this Bench may be constrained to take suo motu cognizance of the Management/Affairs of the Company and pass appropriate order on merit to ensure Compliance of Corporate Governance Guidelines of the Companies Act and justice to the Stakeholders before entering into the 22 years of the petition since filed.
Issues Involved:
1. Recall of ex-parte order dated 08.02.2016 by the Company Law Board (CLB). 2. Substitution of legal representative in place of deceased respondent. 3. Eligibility of Shri Abhay Kumar Singh to maintain proceedings under Sections 397 and 398 of the Companies Act, 1956. Issue-wise Detailed Analysis: Issue 1: Recall of Ex-parte Order Dated 08.02.2016 The Applicant sought to recall the ex-parte order dated 08.02.2016 passed by the CLB in CA No. 112/2014, which allowed the substitution of Shri Abhay Kumar Singh in place of his deceased father, Respondent No. 3. The Applicant argued that the order was passed without his presence and thus filed an application on 09.03.2016 for its recall. The Tribunal noted that the Hon'ble NCLAT had directed the NCLT, Guwahati to hear the matter based on available copies of documents, but despite several listings, the matter remained pending. Issue 2: Substitution of Legal Representative The substitution of Shri Abhay Kumar Singh was challenged on the grounds of delay and his non-membership in the company. The CLB order dated 08.02.2016 had condoned the delay in filing the substitution application, citing valid reasons such as the time taken to receive the death certificate and perform last rites. The CLB found no merit in objections regarding the delay and allowed the substitution, emphasizing that legal representatives should come on record immediately to protect their interests. Issue 3: Eligibility of Shri Abhay Kumar Singh The Applicant contended that Shri Abhay Kumar Singh was not a member of the company as defined under Section 2(55) of the Companies Act, 2013, and thus ineligible to maintain proceedings under Sections 397 and 398. The Tribunal examined the legal provisions and precedents, including the requirement that only members can file petitions under these sections. The Tribunal found that the objections regarding Shri Abhay Kumar Singh's membership status were not sufficient to recall the CLB's order, as the primary concern was to protect the interests of legal heirs. Conclusion: The Tribunal rejected the Applicant's prayers to recall the ex-parte order and keep the main proceeding in abeyance. It emphasized that the matter had been pending for 21 years and any further delays would be met with heavy costs and penalties. The Tribunal also indicated its readiness to take suo motu cognizance of the company's affairs to ensure compliance with corporate governance guidelines and justice to stakeholders.
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