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2023 (8) TMI 489 - AT - Companies LawOppression and Mismanagement - rejection of rectification application - non-speaking order - non-disclosure of fact regarding dismissal of the earlier appeal in the present appeal - Section 241-242 of the Companies Act, 2013 - HELD THAT - Against the rejection of the appeal the appellant instead of preferring an appeal preferred to file a rectification application before the NCLT. It appears that the appellant was persuaded with some of the observations recorded by this Tribunal in its order 2022 (11) TMI 759 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL , PRINCIPAL BENCH , NEW DELHI as if we permitted him to file rectification petition. However, this Tribunal was not inclined to interfere with the order since it was a consent order. In the said order i.e. order dated 11.11.2022 this Tribunal noticed that if an authorisation is given to a counsel and on authorisation such submission is made by the counsel, the integrity of the counsel may not be questioned that too without apprising the concerned Court. Such submission was not permissible to be raised before Appellate Court. It is evident that Ms Malika Joshi, learned counsel who had given consent before the Tribunal had not signed this communication - the submission of the learned counsel for the Respondent agreed upon that in the aforesaid communication it has not even been indicated as if the signatory of the said praecipe has received any instructions or information from Ms Malika Joshi, learned counsel for the appellant. If the appellant was of the view that without any authorisation such consent was given by his counsel then in that event he would have taken immediate steps for filing a rectification application, instead of preferring an appeal before this Tribunal. Admittedly the rectification application was filed for rectification of order dated 30.09.2022 against which the appellant had preferred appeal and the same was rejected by this Tribunal in 2022 (11) TMI 759 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL , PRINCIPAL BENCH , NEW DELHI . Non-disclosure of the fact regarding dismissal of the earlier appeal in the present appeal is itself enough to draw inference that appellant before this Tribunal has not come with clean hands and on this score also the appeal is required to be rejected - appeal dismissed.
Issues Involved:
1. Contempt of Court 2. Rectification of Order 3. Consent and Authorization of Counsel 4. Res Judicata and Appeal Barred by Consent Order Summary: Contempt of Court: The appellant was found guilty by the NCLT in Contempt Petition No.8/2022 for disobeying an order dated 30.09.2022. The NCLT provided an opportunity to purge the contempt by depositing Rs.3,94,99,355/- within four weeks and imposed a fine of Rs.2,000/-. Failure to deposit would result in the forfeiture of shares held by the contemnor in the applicant company. Rectification of Order: The appellant filed CA No.19/2023 seeking rectification of the order dated 30.09.2022, specifically requesting the deletion of a line in para 42. The NCLT dismissed the rectification application, stating that the order was a result of a consent given by the appellant's counsel. Consent and Authorization of Counsel: The appellant argued that the counsel's consent to the order was unauthorized. The counsel for the appellant claimed that no such consent was given and immediately disputed it via email. However, the NCLT and the Appellate Tribunal found that the counsel's consent, even if unauthorized, could not be questioned without proper application before the NCLT. Res Judicata and Appeal Barred by Consent Order: The appeal was argued to be barred by the principle of res judicata as the same issues were previously addressed and dismissed by the Appellate Tribunal in Company Appeal (AT) No.198/2022. The Tribunal emphasized that a consent order is not appealable under Section 421 of the Companies Act, 2013. The appellant's subsequent rectification petition was found to be an attempt to delay compliance with the original order. Conclusion: The appeal was dismissed on grounds of being non-maintainable due to the consent order and the principle of res judicata. The appellant's actions were deemed to lack clean hands, and the Tribunal upheld the NCLT's orders, emphasizing the need for compliance with the original directive to deposit the specified amount.
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