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2022 (4) TMI 265 - AT - Companies LawViolation of principles of natural justice - observations made in the Impugned Order against the Appellant Company, without putting the Appellant to Notice - revival of name of appellant, which is the third party to the proceedings - HELD THAT - This is not deemed to be a fit case to delve deep into the merits of the matter regarding terms and conditions of the JDA, the possession of the land or otherwise but simply decide as to whether the observations made by the NCLT regarding the submissions made by the Applicant be expunged. The fact remains that there was a JDA between the parties and there are no force in the contention of the Appellant that these statements may cause harm, if used in any collateral proceedings. Also, RoC did not prefer any Appeal and that the Appellant Counsel has categorically stated that they do not have any objection to the name of the Ahuja Company being restored in the Register of Companies. There is no rebuttal by the Respondent with respect to the contention of the Appellant that they were not put to Notice or heard on that particular date as the matter was taken up allowing the early hearing Application. This Appeal by the Appellant Company is disposed of only with respect to modification of the Order Impugned expunging that It is submitted that an amount of 5 crores has been paid to respondent no. 6 and the land which is in possession of the company is to be developed and the flats are to be delivered to the home buyers. The Registry is directed to upload the Judgement on the website of this Tribunal and send a copy of this Judgement to NCLT (National Company Law Tribunal, New Delhi) forthwith.
Issues:
1. Restoration of the name of the Company in the Register of Companies without notice to the Appellant. 2. Observations made by the NCLT causing potential harm to the Appellant Company. 3. Dispute over the Joint Development Agreement (JDA) and possession of land. 4. Locus standi of the Appellant to file the Appeal. Issue 1: Restoration of the Company's Name The Appellant challenged the Order passed by NCLT restoring the name of the Company in the Register of Companies without providing notice to the Appellant. The Appellant contended that the observations made in the Impugned Order against the Appellant Company, without notice, could cause irreparable harm. Issue 2: Observations Causing Potential Harm The NCLT directed the Registrar of Companies to restore the name of the Company subject to certain conditions. The Appellant's main grievance was with specific observations regarding the payment of 5 crores to a respondent and the development of land for flat buyers. The Appellant argued that these statements could be detrimental in collateral proceedings. Issue 3: Dispute Over JDA and Land Possession The Appellant highlighted clauses from the JDA indicating the responsibilities of the Company in completing development and payment of security deposit. The Appellant asserted that legal and physical possession of the project land always remained with them, emphasizing the terms of the agreement. Issue 4: Locus Standi of the Appellant The Respondents contended that the Appellant lacked the standing to file the Appeal, emphasizing the societal perspective and the need to support the revival of the Company. However, the Tribunal focused on the specific issue of expunging certain observations made by the NCLT to prevent potential harm to the Appellant in future proceedings. In the judgment, the Tribunal acknowledged the existence of the JDA between the parties but refrained from delving deep into the merits of the agreement. The decision primarily revolved around expunging specific observations to safeguard the Appellant's interests. The Tribunal emphasized the lack of notice to the Appellant during the proceedings and the potential harm that could arise from the observations. Ultimately, the Appeal was disposed of with a directive to modify the Impugned Order by expunging certain statements and uploading the Judgment on the Tribunal's website.
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