9911796707
TMI Blog2021 (11) TMI 909X X X X Extracts X X X X X X X X Extracts X X X X ..... 2018 against the judgment dated 06.11.2017 passed by the National Company Law Tribunal ("Tribunal" for short), Mumbai Bench, Mumbai by which the Tribunal has dismissed the Company Petition No. 109/2013 filed by the Applicants with cost. The Applicants had filed a petition under Sections 397, 398, 399, 402, 403, 406, 235, 237 and 247 read with Section 111 of the Companies Act, 1956 against the alleged acts of oppression, mismanagement, fraud, manipulation etc. before the Company Law Board, Mumbai Bench, Mumbai. The Company Appeal (AT) No. 44 of 2018 was disposed off by this Tribunal vide judgment dated 20.08.2019, the following order was passed:- "33. For above reasons and observations, the impugned order dated 6.11.2017 is upheld with the following directions:- i) 1st Respondent will pay the appellants their balance of unsecured loan with interest at agreed rate which Respondents have discontinued providing since 1.4.1999 within one month of this order. ii) The Respondent No.1 company will get the price of each share determined by registered valuer who will act as per Section 247 of the Companies Act, 2013. Respondent No.1 Company will ensure compliance within one month of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n has been filed. The Applicants filed the present Contempt Application on 19.08.2020. 4. This Tribunal heard the Contempt Case on several occasions. On 19.10.2020, following order was passed by this Tribunal:- "19.10.2020: At request of Ms. Sweta Bharti, the Learned Counsel for the Petitioners/ Appellant for filing a proposal in respect of the balance unsecured loan with interest @ 10% compounded annually which the Respondents have to pay from 1.4.1999 the matter is adjourned to 6th November, 2020. The Learned Counsel for the Appellant is directed to serve a copy of the said proposal to the Learned Counsel for the Respondent one week well in advance before the next date of hearing. The Registry is directed to List the matter on 6th November, 2020 as Part Heard." 5. The above order indicates that the time was granted for filing proposal in respect of the balance unsecured loan with interest @ 10% compounded annually from 01.04.1999. 6. Again matter was adjourned by order dated 08.01.2021 for filing a proposal in respect of the balance unsecured loan with interest @ 10% compounded annually which the Respondents have to pay from 01.04.1999. The order sheet of this Court dated ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... heques were sent to the Respondents in the month of September, 2019 which they refused to accept. Learned Counsel for the Respondents submits that for unsecured loan interest @ 15% was to be payable till 30.09.1998 and thereafter it was to be paid @ 10% per annum upto 31.03.1999. However, under the orders of this Tribunal dated 20.08.2019, the rate of interest have been calculated @ 10% and was not limited to 31.03.1999. It is submitted that the resolution dated 25.09.1998 was passed in the Seventh Annual General Meeting of the shareholders of Gyan Ganga Educational Institute Pvt. Ltd., Raipur, which Resolution is binding on all. The Respondents have calculated the amount of unsecured loan to be paid to the Applicants @ 15% till 30.09.1998 and from 01.09.1998 @ 10% which is substantial compliance of the judgment of this Tribunal dated 20.08.2019. It is further submitted that due to the above, this Tribunal in its orders, as noted above, directed the Applicants to submit a proposal for payment @ 10% w.e.f. 01.04.1999. The Applicants have not submitted the above proposal which itself indicates that the Applicants are not ready to comply with the orders passed by this Tribunal. 10. W ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... interest upto 31-3-99, and thereafter no interest will be payable on unsecured loan and those members who wish to withdraw their unsecured loans in part or in full may apply after 1-4-99 with three months notice so that the loan could." 13. Learned Counsel for the Applicants submits that this Tribunal's judgment dated 20.08.2019 did not direct payment of interest @ 15% rather the expression used by this Tribunal was 'with interest at agreed rate'. It is submitted that the Resolution dated 25.09.1998 having never been challenged by the Applicants, the Resolution of the general body with regard to the rate of interest have to be given effect and the agreed rate which is to be paid to the Applicants is @10% from 01.04.1999. The order passed by this Tribunal dated 19.10.2020, as extracted above, indicates that this Tribunal in its order noted the filing of the proposal of the balance unsecured loan with 10% interest compounded annually w.e.f. 01.04.1999. Although the proposal with interest @ 10% as was prayed to be submitted by the Appellants was never submitted rather Applicants have submitted the proposal with interest @ 15% per annum from 01.04.1999 but in the facts of the present ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion (1) vs. Tamilnad Mercantile Bank Limited- (2008) 15 SCC 529" paragraphs 8 and 9 laid down the following:- "8. Having heard learned counsel for the parties, we are of the opinion that the expression "duly registered" cannot be said to be free from any ambiguity. It is apparent that the parties to the suit construed the said expression differently. The learned Single Judge while passing the consent order did not specifically spell out that the said expression would mean that the power of attorneys must be registered with the Registrar of Assurances. 9. It is now well settled that when an order is ambiguous and was reasonably capable of more that one interpretation, a proceeding for contempt would not be maintainable." 16. We are thus satisfied that no case has been made out to punish the Respondents for contempt. The Respondents having themselves initiated proceedings for execution of the judgment dated 20.08.2019 and have expressed their willingness to deposit the entire amount with interest @ 15% till 30.09.1998 and thereafter @ 10% per annum annually compounded till the date payment is made, we permit the Respondents to deposit the amount as above before the Executing Cou ..... X X X X Extracts X X X X X X X X Extracts X X X X
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