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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 ..... Mr. Abhijeet Sinha, Mr. Rishav Banerjee, Mr. Aditya Shukla, Rajarshi Banerjee, Mr. Ravneet Singh and Ms. Abhilasha Sharma, Advocates. JUDGEMENT [ Per; Shreesha Merla, Member (T)] 1. Challenge in this Company Appeal (AT) No. 13 of 2022 filed under Section 421 of the Companies Act, 2013 (herein after referred to as the 'Act') is to the Impugned Order dated 06.12.2021, passed by the NCLT (National Company Law Tribunal, Kolkata Bench, Kolkata) in CP/275(KB)2021. By the Impugned Order, NCLT has observed as follows: 1. Ld. Sr. Counsel for the Respondent present. Ld. Sr. Counsel for the Petitioner present. 2. The Supplementary Affidavit in the matter of the order dated 30.11.2021 has been served on the Administrator on 03.12.2021. Ld. Sr. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Cyrus Investment Private Ltd. & Ors.', (2019) 9 SCC 449 and also relied on para 100 in 'Life Insurance Corporation of India' Vs. 'Escorts Ltd. & Ors.', (1986) 1 SCC 264 in support of his contentions. 3. Submissions of the Learned Sr. Counsel appearing on behalf of the Respondent: Learned Sr. Counsel contended that 'SIFL' challenged the Rights Issue in a Petition filed before the NCLT, but latter initiated the process of removal of Directors. The requisition Notice (page 539) is only a pressure tactic by SREI. Learned Sr. Counsel drew our attention to the Orders dated 06.12.2021 & 04.01.2022. He submitted that the matter is listed again on 18.02.2022 within four weeks from today. Learned Sr. Counsel submitted that there was no case of c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 of Section 62(1)(a) (iii) of the Companies Act, 2013. Ld. Sr. Counsel on behalf of the Respondent No.1 Company submits that the cause of action for the present petition does not exist in view of the deferment of the proposed rights issue. He further submits that a future rights issue cannot be decided in the present petition. Be it as it may, in the first instance we have to be satisfied as to why there was a material change proposed in the minutes which was circulated in draft form on 13/11/2021 and its final form was changed. We are also keen to know at whose instance the change ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... be heard on 14.01.2022 on account of the pandemic and was hence posted to 18.02.2022. 9. At this juncture, we find it relevant to reproduce Section 242(4) of the Act: 242. Powers of the Tribunal. - .............................................................................. (4) The Tribunal may, on the application 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 an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on the merits of the case on hand. From the bare perusal of the Impugned Order, we are of the view that the Tribunal has the power to make Interim Orders which it thinks fit for regulation of the conduct of the affairs of the Company. On a careful consideration of the contentions projected by both sides, and the pleadings put forward, this Tribunal, 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 1 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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