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TMI Blog2022 (11) TMI 806X X X X Extracts X X X X X X X X Extracts X X X X ..... Appellant's Submissions : 2. The Learned Senior Counsel for the Appellants submitted that this Tribunal allowed the Appeal filed by them vide its judgment dated 02.08.2022 by setting aside the order of the NCLT dated 29.03.2022. 3. It is submitted that the Learned NCLT in CP No. 25 of 2022 filed by the 1st Respondent herein, by way of interim order dated 29.03.2022 restrained the Respondents / Appellants from in any manner acting upon or giving effect to any resolution purportedly passed at the EGM held by the requisitionists on 25.01.2022, till the disposal of the Company Petition. 4. Aggrieved by the said interim order the Appellant / Respondent preferred the Appeal before this Tribunal in CA (AT) (CH) No. 27 of 2022 and this Tribunal after hearing the respective counsel passed judgment on 02.08.2022 by setting aside the interim order passed by the Learned NCLT dated 29.03.2022, thereby the resolutions passed in the EGM held on 25.01.2022 shall be given effective. 5. It is submitted that the Respondent No.1 herein and its nominees are obstructing the implementation of the EGM Resolutions. This has resulted in a situation where the Appellants, despite holding 77.04% shares in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to access company records and servers, accessing the registered office and the factory, communicating with employees, customers, vendors etc. to effect smooth transition of management. Further on 02.09.2022 the nominee director of Appellant issued an e-mail to the erstwhile MD and CEO of SACL and certain key employees intimating them of the appointment of the CFO and CEO of SACL and also stated and the team of CFO and CEO would be accessing the registered office and the factory premises of SACL. Further requested for a meeting at the registered office on 05.09.2022 at 10:00 AM. 10. However, the erstwhile MD i.e. Mr. Manickam Mahalingam vide his e-mail dated 03.09.2022 stated that the team coming to access the office / factory would not be entertained, detailed out reasons in the e-mail. However, the said e-mail has not been received by the Nominee of the Appellant. However, in the alleged e-mail Mr. Manickam sought to give a dishonest interpretation to the NCLAT judgment in order to render it an empty decree by stating as under: "There is no mandatory injunction or order that has been granted by NCLAT in favour of AAPICO for implementing the resolution passed by AAPICO at the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ssed by the SACL Board at the meeting held on September 1, 2022 or any other resolutions passed by the Board; (d) This Hon'ble Tribunal be pleased to direct Respondent No. 1, its nominees, agents, representatives (including those in occupation of Respondent No. 2), to immediately cease and desist from obstructing/refusing co-operation or hindering access, either directly or indirectly through his agents, to the company registered office and/or the factory premises by the duly authorised representatives and key management personnel duly appointed by the board on September 1, 2022; (e) Grant the Appellants ad-interim relief and order in terms of prayers (a) and (c) above; and (f) Pass any other relief as this Hon'ble Tribunal may deem fit." Respondent's Submissions: 14. Sh. R. Vidhya Shankar Learned Counsel appeared for the 1st Respondent submitted that the present application is not maintainable for the reason that the directions seeking in this application are beyond the scope of application and the appeal. He submits that this Tribunal (NCLAT) becomes functus officio soon the appeal was disposed of. 15. He further submits that the jurisdiction of this Tribunal sta ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the Appellant is to move appropriate original proceedings since the Company Petition is pending for adjudication. 20. In view of the reasons as stated above the Learned Counsel prayed this Bench to dismiss the application. Analysis / Appraisal : 21. Heard the Learned Counsel for the respective parties, perused the pleadings and citations relied upon by them. After analysing the pleadings, the moot point for consideration is whether this Tribunal exercising its jurisdiction as Appellate Tribunal can grant the reliefs as sought in the Application. 22. Before proceeding to address the point, it is beneficial to refer to the brief history of the case. 23. The Applicant filed Appeal before this Tribunal in CA (AT) (CH) No. 27 of 2022 aggrieved by the order dated 29.03.2022 passed by the NCLT, Division Bench-II, Chennai in CP No. 25/CHE/2022. The Company Petition No. 25 of 2022 was filed by the 1st Respondent herein under Section 241 & 242 of the Companies Act, 2013 by arraying the Appellants and the Company as Respondents alleging certain acts of oppression and management in the affairs of the Company. While matter stood thus, the Learned NCLT on 29.03.2022 passed the interim ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s have not been implemented in view of the interim order passed by the NCLT dated 29.03.2022. 30. As stated (supra) the Appellant in their Appeal sought an order / direction to set aside the order passed by the NCLT dated 29.03.2022 whereby the NCLT restrained in implementing the resolutions passed at the EGM held on 25.01.2022. 31. This Tribunal sets aside the order of the NCLT dated 29.03.2022 thereby the restraint order passed by the NCLT in implementing the resolution passed at the EGM dated 25.01.2022 stand vacated and the company is at liberty to implement the resolutions passed at the EGM dated 25.01.2022. 32. The Applicant categorically stated at para 12 & 13 of the Application that pursuant to passing of the judgment by this Tribunal, the SACL Board, the Company filed Forms with the Registrar of Companies (RoC) in relation to the appointment of Appellant nominee directors and the independent directors and complied with Section 117 of the Companies Act, 2013 and the appointment of the directors reflected on the website of the Ministry of Corporate Affairs. As per Section 117 of the Companies Act, 2013 a copy of every resolution or any agreement in respect of matters spec ..... X X X X Extracts X X X X X X X X Extracts X X X X
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