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TMI Blog2022 (1) TMI 772X X X X Extracts X X X X X X X X Extracts X X X X ..... pon such terms and conditions as appear to it to be just and equitable. There is an Order of Status Quo in a Petition filed by the Appellant in the absence of any Prayer to that effect/issue, we observe that NCLT has not passed any Order on the merits of the case on hand. From the bare perusal of the Impugned Order, the Tribunal has the power to make Interim Orders which it thinks fit for regulation of the conduct of the affairs of the Company - keeping in mind the ingredients of Section 241 and 242 of the Act, arrives at the resultant conclusion, without expressing any opinion on the merits of the matter, also not delving deep into the case, as allegations of oppression and mismanagement consist of mixed questions of fact and law, which cannot be decided at this interim stage, directs the NCLT Kolkata Bench to take up the matter on 18.02.2022, without any further adjournments, dealing with all issues raised, in accordance with law. Appeal disposed off. - COMPANY APPEAL (AT) No. 13 of 2022 - - - Dated:- 19-1-2022 - [Justice Anant Bijay Singh] Member (Judicial) And [Ms. Shreesha Merla] Member (Technical) For the Appellant : Mr. Tushar Mehta (Solicitor General), Sr. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ter alia injunction against the Respondent from proceeding with the Rights Issue as it was being issued with a motive to dilute the shareholding of the Appellant in the Respondent Company. The Status Quo ordered by NCLT with respect to the exercise of their Statutory Rights under Sections 100 and 169 of the Act, i.e., in matters entirely unconnected with the proposed Rights Issue in the absence of any pleadings or Affidavits by the parties, is unjustified. The Impugned Order effectively restrained the Appellant, the 51% Shareholder from exercising its Statutory Rights and following a prescribed procedure to remove an appointed Director, despite there being no request or prayer wheresoever. The Impugned Order is passed in respect of issue which is not even remotely connected with the lis pending before NCLT i.e., the Right Issue. The Impugned Order interferes with the functioning of the statutorily appointed Administrator and has the effect of derailing the timelines. It is strenuously argued by the Learned Solicitor General that the Directors of Trinity on a Meeting with the Administrator of SIFL on 12.11.2021 had conveyed to them that there was no malafide intentio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o be just and equitable. 4. For the sake of brevity, the facts are not being repeated. 5. At the outset, we find it relevant to reproduce the Order dated 30.11.2021 for better understanding of the case on hand: Date: 30.11.2021 Ld. Sr. Counsel present on both sides. This petition was moved by the Ld. Sr. Counsel appearing on behalf of the Administrator of the Petitioner aggrieved by the fact that the rights issue was proposed by the respondent No.1 Company on 25th October, 2021. The Administrator of the Petitioner immediately wrote back saying that in view of the moratorium following the admission of the petition filed by Reserve Bank of India on 08/10/2021 by the order of this Adjudicating Authority. The Petitioner is not in a position at the moment to subscribe to the rights issue and therefore the same should be withdrawn. The apprehension of the Administrator stems from the fact that the rights issue is not subscribed to by the 51% shareholders, then there will be dilution of the shareholding in the R1 Company. The Ld. Sr. Counsel also alleges violation of Regulation 20(13) of the SEBI (Alternative Investment Funds) Regulations 2021 and the provisions o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of any party to the proceeding, make any interim order which it thinks fit for regulating the conduct of the company's affairs upon such terms and conditions as appear to it to be just and equitable. 10. The aforenoted Section empowers the Tribunal to pass any Interim Order on an Application made by any party to the proceeding, which it thinks fit for regulating the conduct of the Companies affairs upon such terms and conditions as appear to it to be just and equitable. 11. The Learned Solicitor General has strenuously contended that it is an admitted position that no Application/Prayer has been made with respect to the issue on hand; that this Status Quo Order disrupts the timelines and interferes with the functioning of the Administrator; that the Appellant vide letter dated 30.11.2021 issued under Sections 100 and 115 of the Companies Act, 2013, requisitioning an EGM of the Shareholders of the Respondent Company has nothing to do with the Rights Issue; that the Status Quo Order against the Appellant is with respect to the exercise of their Statutory Rights under Sections 100 (calling of EGM) and 169 (Removal of Directors) of the Companies Act, 2013, and for matters en ..... 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