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2020 (10) TMI 333 - AT - Companies LawPrayer to Tribunal to dispose off Section 8 application - primordial grievance of the Appellants is that besides the Appellants having been aggrieved against the Impugned Order dated 14.02.2020, passed by the National Company Law Tribunal, New Delhi Bench III, the Tribunal had not disposed of the Section 8 application pending on its file and instead passed the Impugned Order - HELD THAT - On a careful perusal of the Judgment passed by the Hon'ble Supreme Court in Civil Appeal No. 9400/19 dated 09.01.2020 1779165 this Tribunal comes to resultant conclusion that the said Judgment of the Hon'ble Supreme Court is binding under Article 141 of the Constitution of India. Furthermore, the CA No. 422 of 2019 pending on the file of National Company Law Tribunal, New Delhi Bench Court No. III is directed by the Appellate Tribunal to be taken up by the National Company Law Tribunal, New Delhi Bench, Court No. III on a day to day basis from 17.03.2020 without granting adjournments, and to dispose of the same within one week thereafter and to report compliance to this Tribunal. It is open to the respective parties to raise all factual and legal issues before the NCLT, New Delhi Bench III in CA No. 422 of 2019 and the said Adjudicating Authority shall take note of the same and to pass a reasoned order on merits, in accordance with Law. The Registry is directed to list the matter on 31st March, 2020.
Issues:
1. Interpretation of a Memorandum of Understanding (MoU) signed by multiple parties regarding land ownership and rights. 2. Validity of a Board resolution authorizing the dealing of land in a related party transaction. 3. Granting of ad-interim injunction to protect the rights of applicants/petitioners. 4. Compliance with orders from the Hon'ble Supreme Court regarding the pending Section 8 application under the Arbitration and Conciliation Act, 1996. 5. Adjudication of the Section 8 application by the National Company Law Tribunal, New Delhi Bench III. Analysis: 1. The judgment delves into the interpretation of a Memorandum of Understanding (MoU) signed by multiple parties regarding land ownership and rights. The Tribunal observed that the MoU allowed certain entities to deal with land not forming part of the revised project, but it did not specifically mention the transfer of 7 acres of land owned by the first Respondent Company. The Tribunal restrained the Respondents from dealing with the 7 acres of land until the Section 8 application under the Arbitration Act is decided or the main Company Petition is disposed of. 2. The validity of a Board resolution authorizing the dealing of land in a related party transaction was questioned. The Tribunal noted that the resolution was under challenge and that the transaction could potentially violate provisions of the Companies Act, 2013. It granted an ad-interim injunction to protect the rights of the Applicants/Petitioners, emphasizing the balance of convenience in their favor. 3. The judgment highlighted the importance of granting ad-interim injunction to safeguard the rights of the Applicants/Petitioners and prevent irreparable harm. It emphasized that such injunction would not prejudice the respondents and was necessary to protect the property rights of the Company and its shareholders. 4. The judgment referenced orders from the Hon'ble Supreme Court regarding the pending Section 8 application under the Arbitration and Conciliation Act, 1996. The Supreme Court directed the National Company Law Tribunal to decide the application within ten days and allowed the interim order to continue for a specified period. The Appellate Tribunal directed the NCLT to take up the pending application on a day-to-day basis and dispose of it promptly. 5. The judgment directed the National Company Law Tribunal, New Delhi Bench III to adjudicate the Section 8 application pending before it without adjournments and report compliance to the Appellate Tribunal. It emphasized that the NCLT should consider all factual and legal issues raised by the parties and pass a reasoned order on merits in accordance with the law, ensuring fair adjudication without prejudicing any party's interests. The Appellate Tribunal refrained from delving into the merits of the pending matter to avoid affecting the parties involved in the litigation.
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